Page 29 of 67 SEC Filing
(i)
The Company shall have executed and delivered to Boyalife USA the Security Agreement.
(j)
The Company and the Sabby Parties shall have entered into a Consent, Repayment and Release Agreement in the form previously
provided to the Investors.
6.2 Conditions
to Obligations of the Company at the Initial Closing. The Company’s obligation to sell and issue the Shares, the Debenture
and the Warrants to the Investors, as applicable, at the Closing is subject to the fulfillment to the satisfaction of the Company
on or prior to the Initial Closing Date of the following conditions, any of which may be waived by the Company:
(a)
The representations and warranties made by the Investors in Sections 5.1 and 5.2 hereof shall be true and
correct in all material respects when made, and shall be true and correct in all material respects on the Initial Closing Date
with the same force and effect as if they had been made on and as of said date. The representations and warranties made by the
Investors in Sections 5.3 through 5.11 hereof (the “Investment Representations”) shall be true
and correct in all respects when made, and shall be true and correct in all respects on the Initial Closing Date with the same
force and effect as if they had been made on and as of said date. The Investors shall have performed in all material respects all
obligations and conditions herein required to be performed or observed by it on or prior to the Initial Closing Date.
(b)
Boyalife Hong Kong shall have delivered the Boyalife Hong Kong Purchase Price to the Company.
(c)
Boyalife USA shall have delivered the Initial Boyalife USA Purchase Price to the Company.
(d)
The Investors shall have executed and delivered to the Company the Nomination and Voting Agreement.
(e)
Boyalife USA shall have executed and delivered to the Company the Security Agreement.
(f)
The Company shall have obtained either (i) such approval as may be required by the applicable rules and regulations of the
Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated
by the Transaction Documents, including (A) the issuance of all of the Shares, Debenture Shares and Warrant Shares in excess of
19.99% of the issued and outstanding Common Stock on the Closing and (B) such transactions constituting a change of control of
the Company, as applicable (the “Shareholder Approval”), or (ii) an exemption from Shareholder Approval from
the Nasdaq Stock Market LLC pursuant to Nasdaq Rule 5365(f) (the “Financial Viability Exemption”)
(g)
In the event a Financial Viability Exemption is sought and granted by the Nasdaq Stock Market LLC, any applicable requirements
necessary to satisfy such Financial Viability Exemption shall have been complied with, including the making of any required filings
with the SEC and the expiration of any applicable waiting periods.
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