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SEC Filings

10-Q
BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document
 

4.             Lock-Up. In the event of an IPO, the Warrant Holder agrees that the Warrant Shares shall be subject to a "lock-up" period on the same terms and conditions as shall be applicable to other shareholders of the Company.

5.             Fractional Shares. No fractional shares will be issued in connection with any exercise of this Warrant. In the event of fractional shares, the Company will round up the number of Warrant Shares issuable upon such exercise to the nearest whole share (with one-half being rounded upward).

6.             No Public Market in Shares. The Holder acknowledges that no public market now exists for any of the Warrant Shares and that the Company has made no assurances that a public market will ever exist for the Company’s shares. The Holder further acknowledges that it is an experienced investor and that it is fully capable of assessing the risks of exercising the Warrant Shares and of bearing the economic risks of doing so.

8.             No Transferability. Neither party may assign, convey or transfer any of its rights or obligations under this Warrant; provided, that the Holder may assign this Warrant and its rights hereunder to any of its Affiliates (as such term is defined in the Debt Purchase Agreement).

9.             No Rights of Shareholders. Except as otherwise provided in the Debt Purchase Agreement, this Warrant, does not, by itself, entitle the Holder to any rights (voting or otherwise) as a shareholder of the Company. In the absence of affirmative action by the Holder to acquire Warrant Shares by exercise of this Warrant, no provisions of this Warrant shall cause the Holder to be a shareholder of the Company for any purpose.

11.           Loss, Theft, Destruction or Mutilation of Warrant. If this Warrant is lost, stolen, destroyed or mutilated, the Company will execute and deliver to the Holder a replacement warrant of like date, tenor, and denomination upon receipt by the Company of (a) evidence satisfactory to the Company of the occurrence of such event; and (b) (i) in the event of mutilation, upon surrender and cancellation of this Warrant; or (ii) in the event of loss, theft, or destruction of this Warrant, of indemnity reasonably satisfactory to the Company.

12.           Taxes. Each party acknowledges and agrees that any and all tax imposed on such party in connection with this Warrant, including with relation to the grant hereof, the exercise of the Warrant Shares, and the sale of the Warrant Shares shall be borne solely by such party, and such party will be solely liable for all such tax.

13.           Headings. The headings contained in this Warrant have been inserted as a matter of convenience, do not form part, and will not affect construction of, this Warrant.

14.           Governing Law; Jurisdiction. This Warrant and all matters arising out of or in connection with this Warrant will be governed by, and construed in accordance with, the laws of the  State of Israel, without reference to its conflict of laws principles. Any proceeding regarding a dispute arising under or in relation to this Agreement will be resolved exclusively in the competent courts of (i) Tel Aviv-Jaffa if such proceeding is initiated by BioTime, and (ii) in the city of New York, New York, if such proceeding is initiated by HBL, and the Company and the Holder hereby irrevocably submits to the sole and exclusive jurisdiction of such courts.

15.           Partial Invalidity. If any provision of this Warrant is held by a court of competent jurisdiction to be invalid or unenforceable under applicable law, then such provision will be excluded from this Warrant and the remainder of this Warrant will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided, however, that in such event this Warrant will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision.
 
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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