Page 17 of 67 SEC Filing
“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.
2. Purchase
and Sale of the Shares, the Debenture and the Warrants. Subject to the terms and conditions of this Agreement:
(a)
On the Initial Closing Date, Boyalife Hong Kong shall purchase, and the Company shall sell and issue to Boyalife Hong Kong,
the Shares and the Boyalife Hong Kong Warrants, in exchange for an aggregate amount equal to $2,500,000 (the “Boyalife
Hong Kong Purchase Price”);
(b)
On the Initial Closing Date, Boyalife USA shall purchase, and the Company shall sell and issue to Boyalife USA, the Debenture
(reflecting a principal amount of $8,000,000) and the Initial Boyalife USA Warrants, in exchange for an aggregate amount equal
to $8,000,000 (the “Initial Boyalife USA Purchase Price”); and
(c)
On the Subsequent Closing Date, Boyalife USA shall purchase, and the Company shall sell and issue to Boyalife USA, the Subsequent
Boyalife USA Warrants and the outstanding principal amount of the Debenture shall automatically be increased by an additional $4,500,000
and, in exchange therefore, Boyalife USA shall pay to the Company an aggregate amount equal to $4,500,000 (the “Subsequent
Boyalife USA Purchase Price” and, together with the Initial Boyalife USA Purchase Price, the “Boyalife USA Purchase
Price” and the Boyalife USA Purchase Price, together with the Boyalife Hong Kong Purchase Price, the “Purchase
Price”).
3. Closings.
(a)
The initial closing of the purchase and sale of the Shares, the Debenture (reflecting a principal amount of $8,000,000),
the Boyalife Hong Kong Warrants and the Initial Boyalife USA Warrants (the “Initial Closing”) shall take place
at the offices of Dorsey & Whitney LLP, 305 Lytton Avenue, Palo Alto, CA, 94301, at 10:00 am local time, as soon as practical
following the date of this Agreement, but no later than three Business Days following the date which all conditions to the obligations
of the parties set forth in Section 6.1 and Section 6.2 are satisfied or waived (other than such conditions that
by their nature must be satisfied simultaneously with the Initial Closing), or at such other time and place as the Company and
the Investors may agree (the “Initial Closing Date”). The subsequent closing of the purchase and sale of the
Subsequent Boyalife USA Warrants and the increase of $4,500,000 to the principal amount of the Debenture (the “Subsequent
Closing” and, together with the Initial Closing, the “Closings”) shall take place at the offices of
Dorsey & Whitney LLP, 305 Lytton Avenue, Palo Alto, CA, 94301, at 10:00 am local time, as soon as practical following the date
which all conditions to the obligations of the parties set forth in Section 6.3 and Section 6.4 are satisfied or
waived (other than such conditions that by their nature must be satisfied simultaneously with the Subsequent Closing), or at such
other time and place as the Company and the Investors may agree (the “Subsequent Closing Date”).
(b)
Upon receipt by the Company of the Boyalife Hong Kong Purchase Price, in cash by wire transfer of immediately available
funds, on the Initial Closing Date, the Company shall deliver to Boyalife Hong Kong certificates representing the Shares and the
Boyalife Hong Kong Warrants.
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