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SEC Filings

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

In the event that Cell Cure consummates a Financing Transaction through the issuance of shares during the five (5) year period following Closing (the "Qualifying Period"), then upon the closing of such Financing Transaction, BioTime shall ensure that Cell Cure shall issue to HBL a warrant, substantially in the form attached hereto as Exhibit C (the "Investment Warrant"), to purchase shares of the same type and class as issued in such Financing Transaction, in an amount equal to 5% of the aggregate amount of Cell Cure's securities issued as part of such Financing Transaction at an exercise price equal to the [ * ]. Each Investment Warrant shall be exercisable during a period of five (5) years commencing on the Closing, subject to the terms and conditions set forth therein. Cell Cure shall notify HBL of such Financing Transaction by providing HBL a written notice by no later than five (5) days prior to the closing thereof. Is it hereby agreed and acknowledged that in the event that HBL is entitled to an Investment Warrant pursuant to this Section 1.6 and Cell Cure fails to issue HBL such Investment Warrant, BioTime shall grant HBL an option to purchase shares of Cell Cure held by it, of the same type and class as issued in such Financing Transaction, in an amount and at an exercise price equal to [ * ] (a "BioTime Call Option"). BioTime undertakes to reserve that number of shares of Cell Cure held by it, as may be required from time to time to allow for the issuance and exercise of BioTime Call Option(s), free and clear of all pre-emptive rights, liens, pledges, security interests, charges and encumbrances. In the event of an exercise of a BioTime Call Option, HBL shall be entitled to deduct and withhold from the aggregate exercise price, upon exercise thereof, otherwise payable to BioTime under the terms thereof, such amounts as HBL is required to deduct and withhold with respect to the making of such payment under applicable tax law at the applicable rate for such withholding, unless BioTime provides HBL a valid tax certificate issued by the Israeli tax authority, in a form and substance acceptable to HBL, stating that no withholding, or reduced withholding, of tax is required in connection with the payment of the exercise price from HBL to BioTime, in which case the taxes shall not be withheld, or shall be withheld at the applicable reduced rate.

For as long as the Debt Warrant (defined below) remains exercisable, and thereafter for as long as HBL holds any shares of Cell Cure, BioTime shall ensure that HBL shall be entitled to appoint, replace and dismiss, on its behalf, one (1) observer (the "HBL Observer") to Cell Cure's Board of Directors (the "Board") who shall be invited to and shall have the right to attend all meetings (including meetings held by any means of communication) of the Board in a non-voting capacity and to receive any and all notices, information, materials and proposed resolutions (including, without limitation, any proposed resolutions for adoption in writing) delivered to the members of the Board concurrently with the delivery thereof to the members of the Board; provided, however, that the HBL Observer may be excluded from any Board meeting or portion thereof and need not be provided such materials if the Board reasonably determines in good faith that such exclusion of the HBL Observer's attendance at such meeting or access to such information is necessary in order to preserve an attorney-client privilege or to avoid a conflict of interest between Cell Cure and HBL.

BioTime and HBL each ensure that any and all outstanding convertible loans remitted to Cell Cure by them prior to the Closing, including the Cell Cure Debt and all convertible loans remitted to Cell Cure by BioTime, and the promissory notes issued thereunder (collectively, "Cell Cure's Convertible Loans"), shall be converted into non-convertible loans and the governing documents with respect thereof, including the Loan Documents (collectively, "Cell Cure's Loan Documents"),shall be amended, such that immediately prior to the Closing, Cell Cure shall have no convertible loans and\or other securities, promissory notes or other securities or commitments which by their terms are exchangeable, exercisable or convertible for or into share capital of Cell Cure ("Convertible Securities"), excluding (a) the warrant issued by Cell Cure to Hadasit Research Services and Development Ltd. dated October 7, 2010; (b) the warrant issued to [ * ] dated August 1, 2016; (c) the loan remitted by [ * ] under the Subscription Offer dated May 8, 2014 and Subscription Offer dated November 10, 2015, in the aggregate principal amount of US[ * ] (the “[ * ] Loans”); and (d) any outstanding options that have been or may be issued under Cell Cure's option plan and any shares reserved or to be reserved for issuance thereunder.

[ * ] = 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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