Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic (a) The Purchaser must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's the Company’s common stock, (ii) Geron has complied with adequate information as to the information requirements of Rule 144Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 (b) Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic (a) Holder must bear the economic risk of investment for an indefinite period of time because the Shares Securities have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares Securities under the Act, except as provided in Section 4 aboveAct other than pursuant to an investor rights agreement. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's the Company’s common stock, (ii) Geron has complied with adequate information as to the information requirements of Rule 144Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 (b) Transfer of the Shares Securities has not been registered or qualified under any applicable U.S. state law regulating securities and, therefore, and therefore the Shares Securities cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares Securities under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. The Holder, however, shall be entitled to a piggy-back registration right for the shares that may be issued to the Holders pursuant to this Note. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Lonza acknowledges that: 7.5.1 Transgenomic Lonza must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any available. Any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stockCommon Stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Lonza hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic COMPANY acknowledges that: 7.5.1 Transgenomic COMPANY must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such actexcept as set forth in this Agreement. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic COMPANY hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic MPI acknowledges that: 7.5.1 Transgenomic MPI must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic MPI hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Acquirer acknowledges that: 7.5.1 Transgenomic 8.5.1 The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 5 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geronthe Company's common stock, (ii) Geron the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 8.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act, except as provided in Section 5 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 8.5.3 The Acquirer hereby certifies that it is an "Accredited Investoraccredited investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic CBSW acknowledges that: 7.5.1 Transgenomic CBSW must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic CBSW hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic MPI acknowledges that: 7.5.1 Transgenomic MPI must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic MPI hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Landlord acknowledges that: 7.5.1 Transgenomic Landlord must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such actact except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Landlord hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Acquirer acknowledges that: 7.5.1 Transgenomic 6.5.1. The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 3 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geronthe Company's common stock, (ii) Geron the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 6.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 6.5.3. The Acquirer hereby certifies that it is an "Accredited Investoraccredited investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Merix acknowledges that: 7.5.1 Transgenomic 7.6.1 Merix must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 7.6.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 7.6.3 Merix hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 of Regulation D under the Act.

Unregistered Securities. Transgenomic The provisions of this Section 6.5 shall apply if the Shares have not been registered under the Act at the time issued to Acquirer. Acquirer acknowledges that: 7.5.1 Transgenomic 6.5.1. The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geronthe Company's common stock, (ii) Geron the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 6.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 6.5.3. The Acquirer hereby certifies that it is an "Accredited Investoraccredited investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Acquirer acknowledges that: 7.5.1 Transgenomic 6.5.1. The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 3 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's the Company’s common stock, (ii) Geron the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 6.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 6.5.3. The Acquirer hereby certifies that it is an "Accredited Investor" “accredited investor” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Lonza acknowledges that: 7.5.1 Transgenomic Lonza must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any available. Any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock’s Common Stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Lonza hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited InvestorACCREDITED INVESTOR" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Company acknowledges that: 7.5.1 Transgenomic Company must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such actact except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Company hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Acquirer acknowledges that: 7.5.1 Transgenomic 6.5.1 The Acquirer must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geronthe Company's common stock, (ii) Geron the Company has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 6.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 6.5.3 The Acquirer hereby certifies that it is an "Accredited Investoraccredited investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Lonza acknowledges that: 7.5.1 Transgenomic 7.5.1. Lonza must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any available. Any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock’s Common Stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 7.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 7.5.3. Lonza hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic COMPANY acknowledges that: 7.5.1 Transgenomic 7.5.1. COMPANY must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 7.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 7.5.3. COMPANY hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic (a) The Purchaser must bear the economic risk of investment for an indefinite period period_ of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's the Company’s common stock, (ii) Geron has complied with adequate information as to the information requirements of Rule 144Company’s financial and other affairs and operations is then available to the public, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 (b) Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic (a) PURCHASER must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron COMPANY has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron COMPANY has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in GeronCOMPANY's common stock, (ii) Geron has complied with adequate information as to COMPANY's financial and other affairs and operations is then available to the information requirements of Rule 144public, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 (b) Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron COMPANY has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron COMPANY has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Lonza acknowledges that: 7.5.1 Transgenomic Lonza must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stockCommon Stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Lonza hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic CBSW acknowledges that: 7.5.1 Transgenomic CBSW must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stockCommon Stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic CBSW hereby certifies that it is an "Accredited InvestorACCREDITED INVESTOR" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic MPI acknowledges that: 7.5.1 Transgenomic 7.5.1. MPI must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's ’s common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 7.5.2. Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic 7.5.3. MPI hereby certifies that it is an "“Accredited Investor" ” as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic Lessor acknowledges that: 7.5.1 Transgenomic Lessor must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such actact except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic Lessor hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

Unregistered Securities. Transgenomic acknowledges that: 7.5.1 Transgenomic (a) TL must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' ’ transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's the Company’s common stock, (ii) Geron has complied with adequate information as to the information requirements of Rule 144, Company’s financial and other affairs and operations is then available to the public and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 (b) Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, and therefore the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron The Company has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron The Company has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.