EXHIBIT 4.3
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is made and entered
into as of March 21, 2008 (the "Effective Date"), by and between GERON
CORPORATION, a Delaware corporation having its principal place of business at
000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 ("Geron"), and Girindus
America Inc., a Delaware corporation having its principal place of business at
0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxx, 00000 ("Manufacturer").
X. Xxxxx and Manufacturer are the parties to that certain Master
Manufacturing Agreement dated as of February 27, 2007 (the
"Manufacturing Agreement"), and related Project Orders ("Project
Order") under which Geron has agreed to purchase certain products from
Manufacturer and Manufacturer has agreed to supply such products to
Geron on the terms set forth therein.
B. Pursuant to the Manufacturing Agreement, Geron may pay the purchase
price of products under any Project Order by delivery of shares of
Geron's Common Stock (the "Shares").
THE PARTIES AGREE AS FOLLOWS:
1. ISSUANCE OF SHARES; ADJUSTMENTS.
1.1 As payment of the Third Installment under the Manufacturing
Agreement, Geron will issue and deliver certificates for
375,926 Shares. Upon issuance and delivery of the
certificate(s) for the Shares, all Shares shall be duly
authorized and validly issued and represent fully paid shares
of Geron's Common Stock.
2. CLOSING; DELIVERY.
2.1 The consummation of the transaction contemplated by this
Agreement (a "Closing") shall be held at such time and place
as is mutually agreed upon between the parties, but in any
event Geron shall make commercially reasonable efforts to
accomplish the Closing no later than three (3) business days
after the Effective Date hereof (the "Closing Date"). At the
Closing, Geron shall deliver to Manufacturer one or more
certificates representing all of the Shares, which Shares
shall be issued in the name of Manufacturer or its designee
and in such denominations as Manufacturer shall specify.
2.2 Geron's obligations to issue and deliver the stock
certificate(s) representing the Shares to Manufacturer at the
Closing shall be subject to the following conditions, which
may be waived by Geron:
2.2.1 the covenants and obligations that Manufacturer is
required to perform or to comply with pursuant to
this Agreement, at or prior to the Closing, must have
been duly performed and complied with in all material
respects; and
2.2.2 the representations and warranties made by
Manufacturer herein shall be true and correct in all
material respects as of the Closing Date.
2.3 Manufacturer's obligation to accept delivery of the stock
certificate(s) representing the Shares at the Closing shall be
subject to the following conditions, any one or more of which
may be waived by Manufacturer:
2.3.1 the covenants and obligations that Geron is required
to perform or to comply with pursuant to this
Agreement, at or prior to the Closing, must have been
duly performed and complied with in all material
respects;
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2.3.2 Geron shall have available under its Certificate of
Incorporation sufficient authorized shares of Common
Stock to issue the Shares to Manufacturer; and
2.3.3 the representations and warranties made by Geron
herein shall be true and correct in all material
respects as of the closing date;
3. RESTRICTIONS ON RESALE OF SHARES.
3.1 Legends. Manufacturer understands and acknowledges that the
Shares are not registered under the Securities Act of 1933
(the "Act"), and that under the Act and other applicable laws
Manufacturer may be required to hold such Shares for an
indefinite period of time. Each stock certificate representing
Shares shall bear the following legends:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY
TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO GERON, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER
TO COMPLY WITH THE ACT. THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS OF THE COMMON STOCK PURCHASE AGREEMENT BY
AND BETWEEN MANUFACTURER AND GERON, DATED AS OF MARCH 21,
2008. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE
SECRETARY OF GERON."
3.2 Limits on Sales. Manufacturer agrees that if it decides to
resell some or all of the Shares, it will do so only through
orderly sales executed through a reputable brokerage house,
and in an appropriate manner based upon whether the shares are
registered or unregistered, i.e., on the Nasdaq National
Market or in a Rule 144A or Rule 144 compliant transaction.
Manufacturer further agrees that it will not itself engage in
short selling with respect to the Stock. Provided that the
brokerage house meets the requirements set forth herein,
nothing shall limit Manufacturer's right to select the
brokerage house of its choice.
3.3 Removal of Legends. Any legend endorsed on a certificate
evidencing the Shares shall be removed, and Geron shall issue
a certificate without such legend to the Manufacturer, if such
Shares are being sold pursuant to an effective registration
statement under the Act or pursuant to Rule 144 promulgated
thereunder, and the purchaser of registered Shares may
immediately resell such Shares without restriction; provided,
however, that in the case of a sale pursuant to Rule 144, such
holder of Shares shall provide such information as is
reasonably requested by Geron to ensure that such Shares may
be sold in reliance on Rule 144.
4. REGISTRATION RIGHTS
4.1 Geron agrees to make commercially reasonable efforts to file
with the Securities and Exchange Commission (the
"Commission"), within five (5) business days after the Closing
Date, a registration statement under the Act (the
"Registration Statement"), on Form S-3 or other appropriate
form, so as to permit a non-underwritten public offering and
resale of the Shares under the Act by Manufacturer. Geron will
exercise reasonable efforts to cause the form of the
Registration Statement to satisfy all applicable requirements
of the Act and the regulations of the Commission thereunder.
Geron agrees to diligently pursue making the Registration
Statement effective. Geron will notify Manufacturer of the
effectiveness of the Registration Statement within one (1)
business day of receiving notice from the Commission.
4.2 Geron will maintain the Registration Statement and any
post-effective amendment thereto filed under this Section 4
effective under the Act until the earliest of (i) the date
that none of the Shares covered by such Registration Statement
are issued and outstanding, (ii) the date that all of the
Shares have been sold pursuant to such Registration Statement,
(iii) the date Manufacturer receives an opinion of counsel
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from Geron, which counsel shall be reasonably acceptable to
Manufacturer, that the Shares may be sold under the provisions
of Rule 144 or any similar provision then in effect under the
Act, or (iv) the date that all Shares have been otherwise
transferred to persons who may trade such shares without
restriction under the Act, and Geron has delivered a new
certificate or other evidence of ownership for such securities
not bearing a restrictive legend.
4.3 Geron, at its expense, shall furnish to Manufacturer with
respect to the Shares registered under the Registration
Statement such reasonable number of copies of the Registration
Statement, prospectuses and preliminary prospectuses in
conformity with the requirements of the Act and such other
documents as Manufacturer may reasonably request, in order to
facilitate the public sale or other disposition of all or any
of the Shares by Manufacturer, provided, however, that the
obligation of Geron to deliver copies of prospectuses or
preliminary prospectuses to Manufacturer shall be subject to
the receipt by Geron of reasonable assurances from
Manufacturer that Manufacturer will comply with the applicable
provisions of the Act and of such other securities or blue sky
laws as may be applicable in connection with any use of such
prospectuses or preliminary prospectuses.
4.4 All fees, disbursements and out-of-pocket expenses and costs
incurred by Geron in connection with the preparation and
filing of the Registration Statement under Section 4.1 and in
complying with applicable securities and Blue Sky laws
(including, without limitation, all attorneys' fees of Geron)
shall be borne by Geron. Manufacturer shall bear the cost of
fees and expenses of Manufacturer's counsel.
4.5 Geron will advise Manufacturer promptly after it shall receive
notice or obtain knowledge of the issuance of any stop order
by the Commission delaying or suspending the effectiveness of
the Registration Statement or of the initiation of any
proceeding for that purpose, and Geron will use its
commercially reasonable efforts to prevent the issuance of any
stop order or to obtain its withdrawal at the earliest
possible moment if such stop order should be issued.
4.6 With a view to making available to Manufacturer the benefits
of Rule 144 (or its successor rule) and any other rule or
regulation of the Commission that may at the time permit
Manufacturer to sell the Shares to the public without
registration, Geron covenants and agrees to: (i) make and keep
public information available, as those terms are understood
and defined in Rule 144, until the earliest of (A) such date
as all of the Shares may be resold pursuant to Rule 144 or any
other rule of similar effect or (B) such date as all of the
Shares shall have been resold; and (ii) file with the
Commission in a timely manner all reports and other documents
required of Geron under the Act and under the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended.
4.7 Manufacturer will cooperate with Geron in all respects in
connection with this Agreement, including timely supplying all
information reasonably requested by Geron (which shall include
all information regarding Manufacturer and proposed manner of
sale of the Shares required to be disclosed in any
Registration Statement) and executing and returning all
documents reasonably requested in connection with the
registration and sale of the Shares and entering into and
performing their obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and
customary form, with the managing underwriter or underwriters
of such underwritten offering. Nothing in this Agreement shall
obligate Manufacturer to consent to be named as an underwriter
in any Registration Statement.
4.8 Geron shall prepare and file with the SEC such amendments and
supplements to the Registration Statement as may be necessary
to comply with the provisions of the Act with respect to the
disposition of all Shares covered by the Registration
Statement; provided, however, that promptly after filing a
registration statement or any amendments or supplements
thereto, or comparable statements under securities or blue sky
laws of any jurisdiction, Geron will furnish one (1) copy to
counsel designated by Manufacturer.
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Geron shall promptly notify Manufacturer, at any time when the
prospectus included in or relating to the Registration Statement (the
"Prospectus") is required to be delivered under the Act, of the
happening of any event as a result of which the Prospectus contains an
untrue statement of a material fact or omits any fact necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading; and, thereafter, Geron will as promptly as
possible prepare (and, when completed, give notice to Manufacturer) a
supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Shares pursuant to the Registration
Statement, such Prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided that upon such notification by Geron of
the foregoing and instructing Manufacturer to cease to offer and sell
Shares, Manufacturer will its best efforts to promptly suspend its
offer and sale of Shares until Geron has notified Manufacturer that it
has prepared a supplement or amendment to such Prospectus and delivered
copies of such supplement or amendment to Manufacturer.
5. INDEMNIFICATION.
5.1 Geron agrees to indemnify and hold harmless Manufacturer (and
each person, if any, who controls Manufacturer within the
meaning of Section 15 of the Act, and each officer and
director of Manufacturer) against any and all losses, claims,
damages or liabilities (or actions or proceedings in respect
thereof), joint or several, directly or indirectly based upon
or arising out of (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein or used in connection
with the offering of the Shares, or any amendment or
supplement thereto, or (ii) any omission or alleged omission
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
Geron will reimburse each such indemnified party for any legal
or any other expenses reasonably incurred by them in
connection with investigating, preparing, pursuing or
defending any such loss, claim, damage, liability, action or
proceeding, except insofar as any such loss, claim, damage,
liability, action, proceeding or expense (A) arises out of or
is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration
Statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to Geron
by Manufacturer or such other person expressly for use in the
preparation thereof, (B) the failure of Manufacturer to comply
with its covenants and agreements contained in Sections 7.1 or
7.5.2 hereof or (C) any misstatement or omission in any
prospectus that is corrected in any subsequent prospectus that
was delivered to Manufacturer prior to the pertinent sale or
sales by Manufacturer. Such indemnity shall remain in full
force and effect, regardless of any investigation made by such
indemnified party and shall survive the transfer of the Shares
by Manufacturer.
5.2 Manufacturer agrees to indemnify and hold harmless Geron (and
each person, if any, who controls Geron within the meaning of
Section 15 of the Act, each officer of Geron who signs the
Registration Statement and each director of Geron) from and
against losses, claims, damages or liabilities (or actions or
proceedings in respect thereof), joint or several, directly or
indirectly based upon or arising out of, (i) any failure of
Manufacturer to comply with the covenants and agreements
contained in Sections 7.1 and 7.5.2 hereof or (ii) any untrue
statement of a material fact contained in the Registration
Statement or any omission of a material fact required to be
stated in the Registration Statement or necessary in order to
make the statements in the Registration Statement not
misleading if such untrue statement or omission was made in
reliance upon and in conformity with written information
furnished to Geron by or on behalf of Manufacturer
specifically for use in preparation of the Registration
Statement; provided, however, that Manufacturer shall not be
liable in any such case for (A) any untrue statement or
omission in the Registration Statement, prospectus, or other
such document which statement is corrected by Manufacturer and
delivered to Geron prior to the sale from which such loss
occurred, (B) any untrue statement or omission in any
prospectus which is corrected by Manufacturer in any
subsequent prospectus, or supplement or amendment thereto, and
delivered to Geron prior to the sale or sales from which a
loss or liability arose, or (C) any failure by Geron to
fulfill any of its obligations under Section 5.1 hereof.
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5.3 Promptly after receipt by any indemnified person of a notice
of a claim or the beginning of any action in respect of which
indemnity is to be sought against an indemnifying person
pursuant to this Section 5, such indemnified person shall
notify the indemnifying person in writing of such claim or of
the commencement of such action, but the omission to so notify
the indemnifying party will not relieve it from any liability
which it may have to any indemnified party under this Section
5 (except to the extent that such omission materially and
adversely affects the indemnifying party's ability to defend
such action) or from any liability otherwise than under this
Section 5. Subject to the provisions hereinafter stated, in
case any such action shall be brought against an indemnified
person, the indemnifying person shall be entitled to
participate therein, and, to the extent that it shall elect by
written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified
party, shall be entitled to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified person.
After notice from the indemnifying person to such indemnified
person of its election to assume the defense thereof, such
indemnifying person shall not be liable to such indemnified
person for any legal expense subsequently incurred by such
indemnified person in connection with the defense thereof,
provided, however, that if there exists or shall exist a
conflict of interest that would make inappropriate, in the
reasonable opinion of counsel to the indemnified person, for
the same counsel to represent both the indemnified person and
such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain
its own counsel at the expense of such indemnifying person;
provided, however, that no indemnifying person shall be
responsible for the fees and expenses of more than one
separate counsel (together with appropriate local counsel) for
all indemnified parties. In no event shall any indemnifying
person be liable in respect to any amounts paid in settlement
of any action unless the indemnifying person shall have
approved the terms of such settlement. No indemnifying person
shall, without the prior written consent of the indemnified
person, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified person is or
could have been a party and indemnification could have been
sought hereunder by such indemnified person, unless such
settlement includes an unconditional release of such
indemnified person from all liability on claims that are the
subject matter of such proceeding.
5.4 The provisions of this Section 5 shall survive the termination
of this Agreement.
6. REPRESENTATIONS AND COVENANTS OF GERON.
Geron hereby represents, warrants and covenants to Manufacturer as
follows:
6.1 Organization, Good Standing and Qualification. Geron is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its
business as now conducted and as presently proposed to be
conducted. Geron is duly qualified to transact business and is
in good standing as a foreign corporation in each jurisdiction
in which the failure to so qualify would have a material
adverse effect on its business or properties.
6.2 Authorization. All corporate action on the part of Geron, its
officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of Geron hereunder and the
authorization, issuance and delivery of the Shares has been
taken or will be taken prior to the Closing, and this
Agreement, when executed and delivered, will constitute the
valid and legally binding obligations of Geron, enforceable
against Geron in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws of general
application affecting enforcement of creditors' rights
generally, as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable
remedies.
6.3 Valid Issuance of Common Stock. The Shares, when issued, sold
and delivered in accordance with the terms hereof for the
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consideration expressed herein, will be duly and validly
authorized and issued, fully paid and nonassessable and free
of restrictions on transfer other than restrictions on
transfer under this Agreement and applicable state and federal
securities laws.
6.4 Legal Proceedings and Orders. There is no action, suit,
proceeding or investigation pending or threatened against
Geron that questions the validity of this Agreement or the
right of Geron to enter into this Agreement or to consummate
the transactions contemplated hereby, nor is Geron aware of
any basis for any of the forgoing. Geron is neither a party to
nor subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or
instrumentality that would affect the ability of Geron to
enter into this Agreement or to consummate the transactions
contemplated hereby.
7. REPRESENTATIONS AND ACKNOWLEDGMENTS OF MANUFACTURER.
Manufacturer hereby represents, warrants, acknowledges and agrees that:
7.1 Investment. Manufacturer is acquiring the Shares for
Manufacturer's own account, and not directly or indirectly for
the account of any other person. Manufacturer is acquiring the
Shares for investment and not with a view to distribution or
resale thereof, except in compliance with the Act and any
applicable state law regulating securities.
7.2 Access to Information. Manufacturer has consulted with its own
attorney, accountant, or investment advisor as Manufacturer
has deemed advisable with respect to the investment and has
determined its suitability for Manufacturer. Manufacturer has
had the opportunity to ask questions of, and to receive
answers from, appropriate executive officers of Geron with
respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs,
financial condition and results of operations of Geron.
Manufacturer has had access to such financial and other
information as is necessary in order for Manufacturer to make
a fully informed decision as to investment in Geron, and has
had the opportunity to obtain any additional information
necessary to verify any of such information to which
Manufacturer has had access. Manufacturer acknowledges that
neither Geron nor any of its officers, directors, employees,
agents, representatives, or advisors has made any
representation or warranty other than those specifically
expressed herein.
7.3 Business and Financial Expertise. Manufacturer further
represents and warrants that it has such business or financial
expertise as to be able to evaluate its investment in Geron
and purchase of the Shares.
7.4 Speculative Investment. Manufacturer acknowledges that the
investment in Geron represented by the Shares is highly
speculative in nature and is subject to a high degree of risk
of loss in whole or in part; the amount of such investment is
within Manufacturer's risk capital means and is not so great
in relation to Manufacturer's total financial resources as
would jeopardize the personal financial needs of Manufacturer
in the event such investment were lost in whole or in part.
7.5 Unregistered Securities. Manufacturer acknowledges that:
7.5.1 Manufacturer 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.
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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 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 Manufacturer hereby certifies that it is an
"Accredited Investor" as that term is defined in
Rule 501 under the Act.
8. TAX ADVICE. Manufacturer acknowledges that Manufacturer has not relied
and will not rely upon Geron or Geron's counsel with respect to any tax
consequences related to the ownership, purchase, or disposition of the
Shares. Manufacturer assumes full responsibility for all such
consequences and for the preparation and filing of all tax returns and
elections which may or must be filed in connection with the Shares.
9. NOTICES. Any notice, demand or other communication required or
permitted hereunder shall be in writing and shall be deemed to have
been duly given on the date of delivery if delivered personally or by
facsimile, or one day, not including Saturdays, Sundays, or national
holidays, after sending if sent by national overnight delivery service,
or five days, not including Saturdays, Sundays, or national holidays,
after mailing if mailed by first class United States mail, certified or
registered with return receipt requested, postage prepaid, and
addressed as follows:
To Geron at: Geron Corporation
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Manufacturer at: Girindus America Inc.
0000 Xxxxxxx Xx
Xxxxxxxxxx , Xxxx, 00000
Attention: President
Telephone: (513) 679 - 3000
Facsimile: (513) 679 - 3053
10. BINDING EFFECT. This Agreement shall be binding upon the heirs, legal
representatives and successors of Geron and of Manufacturer; provided,
however, that Manufacturer may not assign any rights or obligations
under this Agreement except to an entity controlling, under common
control with or controlled by Manufacturer. Geron may not assign any of
its rights or obligations under this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. INVALID PROVISIONS. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable by a court or other
tribunal of competent jurisdiction, such invalidity or unenforceability
shall not be construed as rendering any other provision contained
herein invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the invalid
and unenforceable provision was not contained herein.
13. COUNTERPARTS. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14. AMENDMENTS. This Agreement or any provision hereof may be changed,
waived, or terminated only by a statement in writing signed by the
party against whom such change, waiver or termination is sought to be
enforced.
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15. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate at
all times from and after the date hereof with respect to all of the
matters described herein, and to execute such further assignments,
releases, assumptions, amendments of the Agreement, notifications and
other documents as may be reasonably requested for the purpose of
giving effect to, or evidencing or giving notice of, the transactions
contemplated by this Agreement.
16. ENTIRE AGREEMENT. This Agreement and the Manufacturing Agreement,
including all Project Orders thereto, constitute the entire agreement
of the parties pertaining to the Shares and supersede all prior and
contemporaneous agreements, representations, and understandings of the
parties with respect thereto.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
Purchase Agreement as of the date first above written.
Geron Corporation
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------------------
By: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
Girindus America Inc.
/s/ Xxxx XxXxxxxxx
------------------------------------------
By: Xxxx XxXxxxxxx
Title: CEO
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