Page 15 of 67 SEC Filing
“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person.
“Boyalife Hong
Kong Warrants” means Warrants to purchase an aggregate number of shares of Common Stock equal to the aggregate number
of Warrant Shares multiplied by a ratio with (a) a numerator equal to the Shares and (b) a denominator equal to the sum of the
Shares and the Debenture Shares.
“Boyalife USA
Warrants” means Warrants to purchase an aggregate number of shares of Common Stock equal to the aggregate number of Warrant
Shares multiplied by a ratio with (a) a numerator equal to the Debenture Shares and (b) a denominator equal to the sum of the Shares
and the Debenture Shares.
“Business Day”
means a day, other than a Saturday or Sunday, on which banks in Sacramento, California are open for the general transaction of
business.
“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.
“Confidential
Information” means trade secrets, confidential information and know-how (including but not limited to ideas, formulae,
compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications,
support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related
information).
“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
“Debenture Shares”
means the shares of Common Stock issuable upon the conversion of the Debenture as of the Subsequent Closing.
“Deemed Liquidation
Event” means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions
to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but
excluding a consolidation with a wholly-owned subsidiary of the Company, a merger effected exclusively to change the domicile of
the Company) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding
immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting
securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders
prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such transaction or series of transactions or (ii) any liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary.
“Initial
Boyalife USA Warrants” means Warrants to purchase an aggregate number of shares of Common Stock equal to the
aggregate number of Boyalife USA Warrants multiplied by a ratio with (a) a numerator equal to the outstanding principal of
the Debenture as of the Initial Closing and (b) a denominator equal to the outstanding principal of the Debenture as of the
Subsequent Closing.
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