Page 30 of 67 SEC Filing
(h)
The Company and the Sabby Parties shall have
entered into a Consent, Repayment and Release Agreement in the form previously provided to the Investors.
6.3 Conditions to Boyalife USA’s Obligations
at the Subsequent Closing. The obligation of Boyalife USA at the Subsequent Closing to purchase the Subsequent Boyalife USA
Warrants and increase the principal amount of the Debenture by $4,500,000, is subject to the fulfillment to Boyalife USA’s
satisfaction, on or prior to the Subsequent Closing Date, of the following conditions, any of which may be waived by Boyalife
USA:
(a)
All outstanding debentures issued to the Sabby Affiliates, including all liabilities of any kind or nature due and payable
to the Sabby Affiliates, shall be repaid in full.
(b)
All outstanding warrants to purchase the Company’s Common Stock (and all registration rights in connection therewith)
issued to the Sabby Affiliates on or after August 31, 2015 shall have been amended in a form reasonably acceptable to the Investors.
6.4 Conditions to Obligations of the Company
at the Subsequent Closing. The obligation of the Company at the Subsequent Closing to sell and issue the Subsequent Boyalife
USA Warrants and increase the principal amount of the Debenture by $4,500,000, is subject to the fulfillment to the Company’s
satisfaction, on or prior to the Subsequent Closing Date, of the following conditions, any of which may be waived by the Company:
(a)
All outstanding debentures issued to the Sabby Affiliates, including all liabilities of any kind or nature due and payable
to the Sabby Affiliates, shall be repaid in full.
(b)
All outstanding warrants to purchase the Company’s Common Stock (and all registration rights in connection therewith)
issued to the Sabby Affiliates on or after August 31, 2015 shall have been amended in a form reasonably acceptable to the Company.
(c)
Boyalife USA shall have delivered the Subsequent Boyalife USA Purchase Price to the Company.
6.5 Termination of Obligations to Effect Closings;
Effects.
(a)
The obligations of the Company, on the one
hand, and the Investors, on the other hand, to effect the Initial Closing shall terminate as follows:
(i)
Upon the mutual written consent of the Company and the Investor;
(ii)
By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and
shall not have been waived by the Company; or
(iii)
By the Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and
shall not have been waived by the Investor;
provided, however, that,
except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Initial Closing shall not
then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other
Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate
its obligation to effect the Closing.
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