|BIOTIME INC filed this Form 10-Q on 08/09/2017|
BioTime shall notify HBL of any Financing Transaction consummated during the Effective Period by providing HBL a written notice by no later than [ * ] days following the closing thereof and shall provide HBL with a true and complete copy of all Financing Transaction Agreements. BioTime shall ensure that Cell Cure shall take all acts as required to enable the participation of HBL pursuant to this Section 1.5 in any Financing Transaction consummated during the Effective Period, including the reservation of such amount out of the aggregate investment amount equal to [ * ]. Upon participation pursuant to Section 1.5.1 or 1.5.2 above, HBL shall be entitled to [ * ] in such Financing Transaction (the “Investors”), on a pari-passu basis, as if the HBL Internal Participation Amount or HBL External Participation Amount, as applicable, was invested by HBL under the Financing Transaction Agreements at the closing thereof, all in accordance with the terms and conditions set forth therein. [ * ] shall ensure that [ * ] takes all actions reasonably necessary to ensure that HBL shall be added as a party to the Financing Transaction Agreements for purpose of providing it with the rights and benefits of the Investors on a proportionate basis, including any shareholder rights, the right to rely on representations and warranties provided thereunder and to be indemnified in connection therewith.
Failure by HBL to provide an Internal Participation Notice or External Participation Notice, as applicable, with respect to a specific Financing Transaction consummated during the Effective Period, shall be deemed a wavier by HBL of its participation right under this Section 1.5 with respect to such Financing Transaction, all subject to the compliance of Cell Cure and BioTime with their respective obligations under this Section 1.5.
[ * ] = 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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