Common use of Closing; Delivery Clause in Contracts

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 five (5) 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; 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 The consummation Within five (5) Business Days (“Confirmation Period”) after the Company has provided the Purchaser with evidence (which is required to be provided by the Company) that all the conditions to the Closing as set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing or that have been waived by the Purchaser in writing) have been satisfied, the Purchaser shall send written confirmation to the Company to the effect that all the conditions to the Closing as set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived; provided that if the Purchaser has reasonable grounds to believe that any of the transaction contemplated by this Agreement (a “aforementioned conditions to the Closing has not been satisfied or waived, the Purchaser may give written notice to the Company within the Confirmation Period stating such facts and requesting the Company to provide further evidence of satisfaction of aforementioned conditions to the Closing”) , in which case the Confirmation Period shall be held postponed to the end of three (3) days following the provision of such further evidence. In the event that the Purchaser fails to send the aforementioned written confirmation within the Confirmation Period (or the postponed Confirmation Period, as the case may be), such written confirmation shall be deemed to have been duly provided. On condition that the Lead Investor and each of the Onshore Co-Investors have sent written confirmation to the Beijing Entity that all conditions to the closings under the Convertible Loan Investment Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing), the purchase and sale of the Note shall take place remotely via the exchange of documents and signatures within fifteen (15) Business Days after all the conditions to the Closing as set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, or at such other time and place as is the Company and the Purchaser mutually agreed upon between agree upon, orally or in writing (which time and place are designated as the parties, but in any event Geron shall make commercially reasonable efforts to accomplish “Closing”); provided that the Closing no later than five shall in principle take place concurrently with the closing under the Convertible Loan Investment Agreement with respect to the Lead Investor and the Onshore Co-Investors unless otherwise agreed by the Company and the Purchaser; provided that the closings with respect to the Purchaser, the Lead Investor and the Onshore Co-Investors shall be several and independent, and none of the Investors (5as defined below) business days after the Effective Date hereof (the “Closing Date”)shall be liable for any breach by any other Investor. 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 conditionsterms and conditions hereof, which may be waived the Purchaser shall pay the Purchase Price of the Note by Geron: 2.2.1 wire transfer to a bank account designated by the covenants and obligations that Manufacturer is required Company; provided that, the Company shall designate the bank account as set forth in a wire instruction in the form attached hereto as Exhibit B to perform or to comply with pursuant to this Agreement, the Purchaser in writing at or least five (5) Business Days prior to the Closing. Once the Purchaser pays the Purchase Price to the bank account designated by the Company, must have been duly performed and complied with in all material respects; and 2.2.2 the representations and warranties made by Manufacturer herein such Purchase Price shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer’s obligation deemed to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject fully paid to the following conditions, any one Company. Each Warrantor shall deliver to the Purchaser the executed signature pages to this Agreement and the Note. At or more around the date 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 the Beijing Entity may enter into certain Convertible Loan Investment Agreement (the “Convertible Loan Investment Agreement”) with certain other investor (the “Lead Investor”) and co-investors (the “Onshore Co-Investors”; together with the Purchaser and the Lead Investor, the “Investors”) for such Lead Investor and Onshore Co-Investors to extend convertible loans to the Closing, must have been duly performed Beijing Entity. The Closing shall in principle take place concurrently with the closing under the Convertible Loan Investment Agreement with respect to the Lead Investor and complied with in all material respects; 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing DateOnshore Co-Investors.

Closing; Delivery. 2.1 The consummation closing of the transaction transactions contemplated by this Agreement Section 1.1 hereof (a the “Closing”) shall be held take place at such time and place as is a venue mutually agreed upon between decided by the parties, at 10:00 a.m. Hong Kong time, as soon as possible, but in any no event Geron shall make commercially reasonable efforts to accomplish the Closing no later than five Business Days, after fulfillment or waiver of each of the conditions set forth in Articles 5 and 6 (5) business days after other than those conditions which are to be satisfied only on the Effective Date hereof Closing Date), or at such other time and date as the Sellers and the Purchaser mutually agree in writing (the “Closing Date”). At the Closing, Geron : (i) the Company shall deliver to Manufacturer the Purchaser one or more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing the Purchased Shares; (ii) the Company shall deliver to the Purchaser all necessary authorization approving the execution and delivery of this Agreement and the performance of all obligations of the Shares, which Shares Company thereunder; (iii) the Company 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 Purchaser certified copies of (A) the register of members of the Company reflecting the Purchaser as the sole owner of the Purchased Shares (as fully paid and non-assessable) and (B) the register of directors or the equivalent registration document of each Group Company reflecting individuals appointed by Geron:the Purchaser as directors of each Group Company; 2.2.1 (iv) the covenants Purchaser shall deliver to E-House one or more certificates bearing the appropriate legends herein provided for and obligations that Manufacturer is required free and clear of all Liens representing 51% of the Consideration Shares and shall deliver to perform Reckon one or to comply with pursuant to this Agreement, at or prior more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing 49% of the Consideration Shares; (v) the Purchaser shall deliver to the ClosingSellers all necessary authorization approving the execution and delivery of this Agreement and the performance of all obligations of the Purchaser thereunder; (vi) the Purchaser shall deliver to each of E-House and Reckon certified copy of the register of members of the Purchaser reflecting E-House and Reckon as the owner of 51% and 49%, must have been duly performed respectively, of the Consideration Shares (as fully paid and complied with in all material respectsnon-assessable); and 2.2.2 the representations and warranties made by Manufacturer herein shall be true and correct in all material respects as (vii) each of the Closing Date. 2.3 Manufacturer’s obligation Sellers shall deliver to accept the Purchaser all necessary authorization approving the execution and delivery of this Agreement and the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more performance of which may be waived by Manufacturer: 2.3.1 the covenants and all 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; 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Daterespective Seller thereunder.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “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 five (5) business days after the Effective Date hereof (the “"Closing Date”). At the Closing, Geron shall deliver to Manufacturer COMPANY one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer COMPANY or its designee and in such denominations as Manufacturer COMPANY shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer COMPANY 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 COMPANY 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 COMPANY herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerCOMPANY’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 ManufacturerCOMPANY: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation Incorporation, as amended and restated to date (the “Certificate of Incorporation”), sufficient authorized shares of Common Stock to issue the Shares to ManufacturerCOMPANY; and 2.3.3 the representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a “Closing”a) 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 five (5) 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 ClosingClosing Date, must have been duly performed and complied in accordance with Section 1.1 hereof, Sellers shall deliver or cause to be delivered to Computershare Trust Company, N.A. (“Computershare”), at an address to be designated in all material respects; and 2.2.2 writing by the representations and warranties made by Manufacturer herein shall Company, the certificates representing the Purchased Shares to be true and correct in all material respects as of purchased on the Closing Date. 2.3 Manufacturer, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank and sufficient to convey to the Company good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. At the election of Sellers, Sellers may, in lieu of delivering certificates representing the Purchased Shares to be sold thereby, cause its broker(s) to deliver the applicable Purchased Shares to Computershare through the facilities of the Depository Trust Company’s obligation DWAC system. In the event of such an election, the Company shall deliver a letter to Computershare, in a form reasonably acceptable to Computershare, which letter shall include the broker name, phone number and number of Purchased Shares to be so transferred, instructing Computershare to accept delivery the DWAC. Upon consummation 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 the Company shall cause Computershare to issue a new stock certificate to the Closing, must have been duly performed and complied with in all material respects;Sellers representing the balance of the Sellers’s unpurchased shares represented by certificates delivered to Computershare by the Sellers. 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of (b) On the Closing Date, upon confirmation from Computershare that all documents have been delivered in accordance with Section 1.1 and Section 1.5(a) hereof, the Company shall deliver or cause to be delivered to each Seller the Aggregate Purchase Price to be paid to such Seller as set forth on Exhibit A attached hereto, by wire transfer of immediately available funds to the account or accounts designated by each Seller in writing. (c) Each party hereto further agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement.

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 five (5) business days after the Effective Date hereof Saturday, March 6, 2004 (the “Closing Date”). At Before the Closingclose of business New York Time on March 8, 2004, Geron shall deliver to Manufacturer Merix one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Merix or its designee and in such denominations as Manufacturer Merix shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Merix 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 Merix 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 Merix herein shall be true and correct in all material respects as of the Closing Date, and 2.2.3 the License Agreement shall have been duly executed and delivered by Merix. 2.3 ManufacturerMerix’s obligation to accept delivery of the stock certificate(s) representing the Shares shares at the Closing closing shall be subject to the following conditions, any one or more of which may be waived by ManufacturerMerix: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to Manufacturer; andMerix; 2.3.3 the representation and warranties made by the Geron herein shall be true and correct in all material respects as of the any Closing Date; and 2.3.4 the License Agreement shall have been duly executed and delivered by Geron.

Closing; Delivery. 2.1 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 five (5) business days after the Effective Date hereof parties (the “"Closing Date”"). At the Closing, Geron the Company shall deliver to Manufacturer the Acquirer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer the Acquirer or its designee and in such denominations as Manufacturer the Acquirer shall specify. 2.2 Geron’s 2.2. The Company's obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer the Acquirer at the Closing shall be subject to the following conditions, which may be waived by Geronthe Company: 2.2.1 2.2.1. the covenants and obligations that Manufacturer the Acquirer 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 2.2.2. the representations and warranties made by Manufacturer the Acquirer herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer’s 2.3. The Acquirer'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 Manufacturerthe Acquirer: 2.3.1 2.3.1. the covenants and obligations that Geron the Company 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; 2.3.2 Geron 2.3.2. The Company shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to Manufacturerthe Acquirer; and 2.3.3 2.3.3. the representation and warranties made by Geron the Company herein shall be true and correct in all material respects as of the any Closing Date.

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 five (5) 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 obligation 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; 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer MPI one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer MPI or its designee and in such denominations as Manufacturer MPI shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer MPI 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 MPI 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 MPI herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerMPI’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 ManufacturerMPI: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerMPI; and 2.3.3 the representation and warranties made by Geron herein shall be true and correct in all material respects as of the any Closing Date.

Closing; Delivery. 2.1 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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer MPI one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer MPI or its designee and in such denominations as Manufacturer MPI shall specify. 2.2 2.2. Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer MPI at the Closing shall be subject to the following conditions, which may be waived by Geron: 2.2.1 2.2.1. the covenants and obligations that Manufacturer MPI 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 2.2.2. the representations and warranties made by Manufacturer MPI herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer2.3. MPI’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 ManufacturerMPI: 2.3.1 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; 2.3.2 2.3.2. Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerMPI; and 2.3.3 2.3.3. the representation and warranties made by Geron herein shall be true and correct in all material respects as of the any Closing Date.

Closing; Delivery. 2.1 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 five fifteen (515) business days after the Effective Date hereof of this Agreement (the “"Closing Date”"). At the Closing, Geron the Company shall deliver to Manufacturer the Acquirer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer the Acquirer or its designee and in such denominations as Manufacturer the Acquirer shall specify. 2.2 Geron’s 2.2. The Company's obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer the Acquirer at the Closing shall be subject to the following conditions, which may be waived by Geronthe Company: 2.2.1 2.2.1. the covenants and obligations that Manufacturer the Acquirer 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 2.2.2. the representations and warranties made by Manufacturer the Acquirer herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer’s 2.3. The Acquirer'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 Manufacturerthe Acquirer: 2.3.1 2.3.1. the covenants and obligations that Geron the Company 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; 2.3.2 Geron 2.3.2. The Company shall have available under its Certificate Articles of Incorporation sufficient authorized common shares of Common Stock to issue the Shares to Manufacturerthe Acquirer; and 2.3.3 2.3.3. the representation and warranties made by Geron the Company herein shall be true and correct in all material respects as of the any Closing Date.

Closing; Delivery. 2.1 1.2.1 The consummation purchase and sale of the transaction contemplated by this Agreement (a “Closing”) Shares shall be held take place remotely via the exchange of documents and signatures, on the date hereof, or at such other time and place as is the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing is contingent and effective immediately upon between the partiesfirst closing of the Company’s Regulation A+ offering, but in any event Geron shall make commercially reasonable efforts pursuant to accomplish Section 3(b)(2) of the Closing no later than five (5) business days after the Effective Date hereof Securities Act of 1933, as amended (the “Closing DateSecurities Act”) requiring a minimal threshold of $1,500,000 (the “Reg A+ Offering”). At the Closing. 1.2.2 Each Purchaser, Geron shall deliver to Manufacturer one or more certificates representing all is a holder of a Simple Agreement for Future Equity (each, a “SAFE”) of the SharesCompany being converted in consideration of the issuance hereunder of Series B Preferred Stock to such Purchaser, which Shares shall be hereby agrees that (i) the entire amount owed to such Purchaser under such SAFE is being tendered to the Company in exchange for the applicable Series B Preferred Stock set forth opposite such Purchaser’s name on the Schedule 1, (ii) the Series B Preferred Stock in the amount set forth opposite such Purchaser’s name on Schedule 1 are issued in full and complete discharge and satisfaction of all obligations of the name Company under the SAFE, (iii) effective upon the Company’s and such Purchaser’s execution and delivery 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 without any further action required by the Company or prior such Purchaser, such SAFE (and regardless of whether such SAFE is delivered to the Closing, must have been duly performed Company) and complied with in all material respects; and 2.2.2 the representations rights and warranties made by Manufacturer herein obligations set forth therein shall be true immediately deemed terminated in its entirety and correct in all material respects as of no further force or effect upon the Closing Date. 2.3 Manufacturer’s obligation and (iv) any amendments to accept delivery of such SAFE necessary in order to consummate 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 transactions contemplated hereby 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; 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 representation and warranties made by Geron herein shall be true and correct Series B Preferred Stock set forth opposite such Purchaser’s name on Schedule 1 are hereby approved in all material respects respects. Furthermore, each such Purchaser hereby unconditionally and irrevocably waives (i) all notices that may be required under its SAFE or otherwise in connection with the transactions contemplated hereby, as well as any defaults, events of default and breaches that may have occurred under such SAFE, (ii) any pro rata rights such Purchaser may have to purchase its pro rata share of the Closing DateSeries B Preferred Stock pursuant to the SAFE hereunder, and (iii) all rights, preferences, and obligations stipulated under such SAFE.

Closing; Delivery. 2.1 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 five (5) business days after the Effective Date hereof parties (the “Closing Date”). At the Closing, Geron the Company shall deliver to Manufacturer the Acquirer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer the Acquirer or its designee and in such denominations as Manufacturer the Acquirer shall specify. 2.2 Geron2.2. The Company’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer the Acquirer at the Closing shall be subject to the following conditions, which may be waived by Geronthe Company: 2.2.1 2.2.1. the covenants and obligations that Manufacturer the Acquirer 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 2.2.2. the representations and warranties made by Manufacturer the Acquirer herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer2.3. The Acquirer’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 Manufacturerthe Acquirer: 2.3.1 2.3.1. the covenants and obligations that Geron the Company 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; 2.3.2 Geron 2.3.2. The Company shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to Manufacturerthe Acquirer; and 2.3.3 2.3.3. the representation and warranties made by Geron the Company herein shall be true and correct in all material respects as of the any Closing Date.

Closing; Delivery. 2.1 1.2.1 The consummation purchase and sale of the transaction contemplated by this Agreement (a “Closing”) Shares shall be held take place remotely via the exchange of documents and signatures, on the date hereof, or at such other time and place as is the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing is contingent and effective immediately upon between the partiesfirst closing of the Company’s Regulation A+ offering, but in any event Geron shall make commercially reasonable efforts pursuant to accomplish Section 3(b)(2) of the Closing no later than five (5) business days after the Effective Date hereof Securities Act of 1933, as amended (the “Closing DateSecurities Act”) requiring a minimal threshold of $2,500,000 (the “Reg A+ Offering”). At the Closing. 1.2.2 Each Purchaser, Geron shall deliver to Manufacturer one or more certificates representing all is a holder of a Simple Agreement for Future Equity (each, a “SAFE”) of the SharesCompany being converted in consideration of the issuance hereunder of Series C Preferred Stock to such Purchaser, which Shares shall be hereby agrees that (i) the entire amount owed to such Purchaser under such SAFE is being tendered to the Company in exchange for the applicable Series C Preferred Stock set forth opposite such Purchaser’s name on the Schedule 1, (ii) the Series C Preferred Stock in the amount set forth opposite such Purchaser’s name on Schedule 1 are issued in full and complete discharge and satisfaction of all obligations of the name Company under the SAFE, (iii) effective upon the Company’s and such Purchaser’s execution and delivery 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 without any further action required by the Company or prior such Purchaser, such SAFE (and regardless of whether such SAFE is delivered to the Closing, must have been duly performed Company) and complied with in all material respects; and 2.2.2 the representations rights and warranties made by Manufacturer herein obligations set forth therein shall be true immediately deemed terminated in its entirety and correct in all material respects as of no further force or effect upon the Closing Date. 2.3 Manufacturer’s obligation and (iv) any amendments to accept delivery of such SAFE necessary in order to consummate 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 transactions contemplated hereby 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; 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 representation and warranties made by Geron herein shall be true and correct Series C Preferred Stock set forth opposite such Purchaser’s name on Schedule 1 are hereby approved in all material respects respects. Furthermore, each such Purchaser hereby unconditionally and irrevocably waives (i) all notices that may be required under its SAFE or otherwise in connection with the transactions contemplated hereby, as well as any defaults, events of default and breaches that may have occurred under such SAFE, (ii) any pro rata rights such Purchaser may have to purchase its pro rata share of the Closing DateSeries C Preferred Stock pursuant to the SAFE hereunder, and (iii) all rights, preferences, and obligations stipulated under such SAFE.

Closing; Delivery. 2.1 The consummation closing of the transaction transactions contemplated by this Agreement hereby (a the “Closing”) shall be held take place remotely via the electronic exchange of documents and signatures, or at such other time and place as is mutually agreed upon between the partiesCompany and the Purchasers may agree in writing, on the third (3rd) Business Day after satisfaction or waiver of the conditions set forth in Section 5 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions); provided that in any no event Geron shall make commercially reasonable efforts to accomplish the Closing no later than five (5) business days after occur prior to November 22, 2021, unless such limitation is waived by the Effective Date hereof (Purchasers in writing. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.”). (a) At the Closing, Geron shall deliver the Company shall: (i) duly file, or cause to Manufacturer one or more certificates representing all be duly filed, the Certificate of Designations with the Secretary of State of the Shares, which Shares shall be issued in the name State of Manufacturer or its designee and in such denominations as Manufacturer shall specify. 2.2 Geron’s obligations to issue Delaware and deliver a certified copy of the Certificate of Designations that was duly filed with the Secretary of State of the State of Delaware to the Purchasers; (ii) deliver or cause to be delivered to the Purchasers: (1) stock certificate(scertificates, or such other evidence reasonably acceptable to the Purchasers, evidencing the ownership by the Purchasers of the applicable number of shares of Series A Preferred Stock as contemplated by this Agreement; (2) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the Closing Date; (3) the certificate contemplated by Section 5.1(f); and (4) counterparts to the warrant certificate representing the Shares to Manufacturer at the Closing shall be subject Warrants issued to the following conditionsPurchasers; (iii) counterparts to the Transaction Agreements, duly executed by the Company and the Purchasers; (iv) copies of the resolutions or written consents duly adopted by the Board of Directors and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (v) pay, or cause to be paid to the Purchasers (which may be waived set off against the Purchase Price, at the Purchasers’ option), any unpaid portion of the Transaction Expenses; and (vi) deliver or cause to be delivered any other customary documents or certificates reasonably requested by Geron:the Purchasers which are reasonably necessary to give effect to the Closing; 2.2.1 (b) At the covenants Closing, the Purchasers shall (i) severally and obligations that Manufacturer is required not jointly pay (or cause to perform or be paid) to comply with pursuant the Company the Purchase Price payable by each such Purchaser by wire transfer to a bank account designated by the Company prior to the date of this Agreement, at or prior (ii) deliver 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 Company executed counterparts 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 Investors Rights Agreement, at or prior and the Warrant, and (iii) deliver to the Closing, must have been duly performed and complied with in all material respects; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue Company the Shares to Manufacturer; and 2.3.3 the representation and warranties made certificate contemplated by Geron herein shall be true and correct in all material respects as of the Closing DateSection 5.2(d).

Closing; Delivery. 2.1 (i) The consummation purchase and sale of the transaction contemplated by this Agreement (a “Closing”) Notes shall be held take place at the offices of the Company at 11:00 a.m., on April 2, 2003, or at such other time and place as is the Company and the Purchasers mutually agreed upon between the partiesagree upon, but orally or in any event Geron shall make commercially reasonable efforts to accomplish the Closing no later than five writing (5) business days after the Effective Date hereof (which time and place are designated as the “Closing DateInitial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein. (ii) At the Initial Closing, Geron the Company 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 Geroneach Purchaser: 2.2.1 (A) the covenants and obligations that Manufacturer is required Note to perform or to comply with pursuant to be purchased by such Purchaser; (B) an executed copy of this Agreement, the Security Agreement, the Equity Agreement and the other documents required to be delivered under the Equity Agreement; (C) a customary opinion from O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP, counsel for the Company, substantially in the form attached hereto as Exhibit E. (D) a certificate of an officer of the Company in which such officer shall state that: the representations and warranties of the Company in Section 2 of this Agreement are correct as of such date; and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing; (E) a certificate of the Secretary of the Company certifying the Company’s certificate of incorporation, must have been duly performed bylaws and complied with authorizing resolutions (which resolutions shall include approval of the Rights Offering (as defined in all material respectsthe Equity Agreement)) and the incumbency of the officers executing any Transaction Documents; and 2.2.2 (F) UCC financing statements and U.S. Patent and Trademark Office and Copyright Office filings in forms approved by the Purchasers. The U.S. Patent and Trademark Office and Copyright Office filings shall be in a form suitable for recording but shall not be recorded by the Purchasers unless an Event of Default shall have occurred hereunder. Such filings shall include only those patents, patent applications, trademarks, trademark applications and copyrights that are material to the business of the Company, as agreed by the Company and the Purchasers. (iii) At each Closing after the Initial Closing, the Company shall deliver to each Purchaser: (A) the Note to be purchased by such Purchaser; (B) a certificate of an officer of the Company in which such officer shall state that: (1) the representations and warranties made by Manufacturer herein shall be true and of the Company in Section 2 of this Agreement are correct in all material respects as of such date; (2) the Closing Date. 2.3 Manufacturer’s obligation Company has complied with all agreements and satisfied all conditions on its part to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one performed 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, satisfied hereunder at or prior to the Closing, must have been duly performed ; and complied with in all (3) there exists no material respectsviolations of this Agreement or the Security Agreement; 2.3.2 Geron shall have available under its Certificate (C) a certificate of Incorporation sufficient authorized shares the Secretary of Common Stock to issue the Shares to ManufacturerCompany certifying the Company’s certificate of incorporation, bylaws and authorizing resolutions and the incumbency of the officers executing any Transaction Documents; and 2.3.3 (D) such other UCC financing statements and U.S. Patent and Trademark Office and Copyright Office filings as may be reasonably requested by the representation Purchasers. The U.S. Patent and warranties made by Geron herein Trademark Office and Copyright Office filings shall be true in a form suitable for recording but shall not be recorded by the Purchasers unless an Event of Default shall have occurred hereunder. Such filings shall include only those patent applications, trademarks and correct in all copyrights that are material respects as to the business of the Closing DateCompany, as agreed by the Company and the Purchasers. (iv) At each Closing, each Purchaser shall deliver to the Company (A) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company and (B) a counterpart signature page to the Note purchased by such Purchaser. At the Initial Closing, each Purchaser shall deliver counterpart signatures to this Agreement and a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser’s exemption from withholding tax.

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 five (5) business days after the Effective Date hereof of this Agreement (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer Lonza one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Lonza or its designee and in such denominations as Manufacturer Lonza shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Lonza 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 Lonza 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 Lonza herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerLonza’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 ManufacturerLonza: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerLonza; and 2.3.3 the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 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 five (5) business days after the Effective Date hereof of this Agreement (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer Lonza one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Lonza or its designee and in such denominations as Manufacturer Lonza shall specify. 2.2 2.2. Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Lonza at the Closing shall be subject to the following conditions, which may be waived by Geron: 2.2.1 2.2.1. the covenants and obligations that Manufacturer Lonza 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 2.2.2. the representations and warranties made by Manufacturer Lonza herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer2.3. Lonza’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 ManufacturerLonza: 2.3.1 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; 2.3.2 2.3.2. Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerLonza; and 2.3.3 2.3.3. the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer Landlord one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Landlord or its designee and in such denominations as Manufacturer Landlord shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Landlord 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 Landlord 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 Landlord herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerLandlord’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 ManufacturerLandlord: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerLandlord; and 2.3.3 the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 The consummation Subject to entry of the transaction contemplated by this Agreement (a “Closing”) shall be held Sale Approval Order, 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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron : (a) Purchaser shall deliver to Manufacturer one Seller (i) the Cash Payment, less the Deposit, (ii) evidence of payment by Purchaser of all Determined Cure Costs and (iii) a duly executed certificate from an officer of Purchaser to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; (b) Seller shall deliver, or more cause to be delivered, to Purchaser the Purchased Assets; (c) Seller shall deliver, or cause to be delivered, to Purchaser an executed Bill of Sale in the form attached as Exhibit C hereto; (d) Seller and Purchaser shall execute and deliver, or cause to be executed and delivered, the Assignment and Assumption Agreement in the form attached as Exhibit D hereto; (e) Seller and Purchaser shall execute and deliver, or cause to be executed and delivered, a copy of the Intellectual Property Assignment in the form attached as Exhibit E hereto; (f) Seller shall deliver to Purchaser a duly executed certificate from an officer of Seller to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; and (g) Seller shall deliver, or cause to be delivered, to Purchaser certificates representing all of the Sharesequity securities of the Acquired Subsidiaries duly endorsed (or accompanied by duly executed stock or similar powers) by the Seller or Affiliate of Seller owning such equity securities in blank or for transfer to Purchaser, which Shares shall be issued if such equity securities are certificated, or other appropriate instruments necessary to transfer such equity securities to Purchaser in the name of Manufacturer or its designee and in such denominations as Manufacturer shall specifymanner required by applicable Law. 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; 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 representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer Company one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Company or its designee and in such denominations as Manufacturer Company shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Company 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 Company 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 Company herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerCompany’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 ManufacturerCompany: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerCompany; and 2.3.3 the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. 2.1 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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer COMPANY one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer COMPANY or its designee and in such denominations as Manufacturer COMPANY shall specify. 2.2 2.2. Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer COMPANY at the Closing shall be subject to the following conditions, which may be waived by Geron: 2.2.1 2.2.1. the covenants and obligations that Manufacturer COMPANY 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 2.2.2. the representations and warranties made by Manufacturer COMPANY herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer2.3. COMPANY’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 ManufacturerCOMPANY: 2.3.1 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; 2.3.2 2.3.2. Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerCOMPANY; and 2.3.3 2.3.3. the representation and warranties made by Geron herein shall be true and correct in all material respects as of the any Closing Date.

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 if possible, using commercially reasonable efforts, within three (3) business days, but no later than five (5) 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; 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 representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Dateclosing date.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer Landlord one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer Landlord or its designee and in such denominations as Manufacturer Landlord shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer Landlord 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 Landlord 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 Landlord herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerLandlord’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 ManufacturerLandlord: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerLandlord; and 2.3.3 the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.;

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “Closing”) shall be held on the Effective Date at such time and place as is mutually agreed upon between the parties. On the Effective Date, but in any event Geron shall make commercially reasonable efforts issue the Shares to accomplish Angiochem, and as soon as reasonably practicable following the Closing Effective Date but no later than five the close of business New York time three (53) business days after following the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer one or more certificates Angiochem a certificate representing all of the Shares, which Shares shall be issued in the name of Manufacturer or its designee Angiochem, Inc. and in such denominations dated as Manufacturer shall specifyof the Effective Date. 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 Angiochem 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 Angiochem herein shall be true and correct in all material respects as of the Closing Effective Date. 2.3 ManufacturerAngiochem’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 ManufacturerAngiochem: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to ManufacturerAngiochem; and 2.3.3 the representation representations and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Effective Date.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a the “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 five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer COMPANY one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer COMPANY or its designee and in such denominations as Manufacturer COMPANY shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer COMPANY 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 COMPANY 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 COMPANY herein shall be true and correct in all material respects as of the Closing Date. 2.3 ManufacturerCOMPANY’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 ManufacturerCOMPANY: 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; 2.3.2 Geron shall have available under its Certificate of Incorporation Incorporation, as amended and restated to date (the “Certificate of Incorporation”), sufficient authorized shares of Common Stock to issue the Shares to ManufacturerCOMPANY; and 2.3.3 the representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.