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 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 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 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 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 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 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 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”) 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 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 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 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 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 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 (a) The consummation purchase and sale of the transaction aggregate number Shares contemplated to be sold under Section 1.1(b) will take place on multiple occasions as provided in this Agreement. The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. on the earlier to occur of (i) the Closing Date under the Acquisition Agreement and (ii) a date determined by the Board of Directors of the Company on which Shares will be sold in order to raise funds necessary to pay expenses as contemplated by this Agreement Section 1.1(b)(ii)(B) (a “Closing”) shall be held at such which time and place are designated as is mutually agreed the “Initial Closing”). The term “Closing” shall apply to the Initial Closing and each subsequent Closing held in accordance with this Agreement unless otherwise specified. The Company shall only be entitled to require a Closing, and each Purchaser shall only be obligated to satisfy its obligations to purchase Shares at any Closing, (i) in the case of the Company’s need to raise funds to satisfy any payment obligations described in Section 1.1(b)(i)(A), when an actual need to make such payments arises under the Acquisition Agreement and (ii) in the case of the Company’s need to raise funds to satisfy any payment obligations described in Section 1.1(b)(ii)(B), upon between the parties, but in any event Geron determination by the Board of Directors of the Company that the Company shall make commercially reasonable efforts to accomplish the Closing no later such expense payments. (b) No less than five (5) business days after prior to the Effective Date hereof anticipated date of any Closing (including the Initial Closing), the Company shall send a written notice to each Purchaser (each, a “Closing DateNotice”). At ) that sets forth (i) the anticipated date of such Closing, Geron (ii) the purpose of such Closing (i.e., the Company’s intended use of proceeds raised in connection with such Closing, which use must be contemplated by Section 1.1(b)(i) of this Agreement), (iii) the number of Shares that such Purchaser shall be obligated to purchase at such Closing (determined in accordance with such Purchaser’s Commitment Percentage), (iv) the aggregate purchase price that such Purchaser is obligated to deliver to the Company in exchange for such number of Shares, and (v) the wire instructions to which such Purchaser shall deliver such aggregate purchase price. The Closing Notice that the Company delivers to each Purchaser shall be accompanied by a copy of the Closing Notice that is being delivered to the other Purchaser in connection with such Closing. (c) On the fifth (5th) Business Day following the delivery of any Closing Notice (or, if it is determined that the applicable Closing will not occur on such fifth (5th) Business Day as anticipated, on such later date that the Company communicates to the Purchaser in the Closing Notice or any other written communication relating thereto), each Purchaser shall be required to deliver to the Company's account (or to such other account designated by the Company or its designee) the amount set forth in the Closing Notice delivered to such Purchaser. (d) Interest will accrue at the Default Rate on any outstanding unpaid balance of any amount required to be paid to the Company by a Purchaser under Section 1.2(c) from and including the date such amount was due until the date of payment of such amount by such Purchaser. The Company may pursue and enforce all of its rights and remedies under applicable law against a Purchaser which fails to make a payment when due, including but not limited to the commencement of a lawsuit to collect the unpaid amount, interest, costs, and reimbursement (with interest at the Default Rate) for any other damages suffered by the Company. Without in any way limiting the generality of the foregoing, if a Purchaser fails to make a payment required under a Closing Notice (which failure is not cured within five (5) Business Days following the date such payment was due), then the Company shall be entitled to sell the number of Shares that the defaulting Purchaser was required to purchase to another Person (for clarity, without regard to any preemptive rights set forth in the Stockholders Agreement) including the other Purchaser, and, in its sole discretion and without in any way reducing its remedies against the defaulting Purchaser the Company shall no longer be obligated to sell any Shares to such defaulting Purchaser, notwithstanding the commitments set forth in this Section 1. (e) At each Closing, 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) each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to Manufacturer at a bank account designated by the Company in the Closing Notice. Exhibit A to this Agreement shall be subject updated to reflect the following conditions, which may be waived by Geron: 2.2.1 number of Shares purchased and the covenants and obligations that Manufacturer is required to perform or to comply with pursuant to this Agreement, aggregate purchase price therefor at or prior to the each 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 (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 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 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 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 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 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 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 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 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 1.4.1 The consummation purchase and sale of the transaction contemplated by this Purchased Shares hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date as shall be agreed between the Parties (a which date is referred to herein as 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 the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.4.2 the Company shall deliver to Manufacturer one the Investor: (a) True and correct copies of written resolutions, or more minutes of a meeting, of the Company’s board of directors and shareholders, substantially in the form attached hereto as Schedule 1.4.2(a), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (b) Share certificates representing all the Purchased Shares issued to the Purchaser, duly executed by the Company; (c) A duly executed commercial agreement substantially in the form attached hereto as Schedule 1.4.2(c). (d) Registrar of Companies Notices. A copy of the duly completed and ready for filing with the Registrar of Companies required to made in light of any of the actions and transactions contemplated hereby (including with respect to the issuance of the Purchased Shares, which Shares shall be issued and the adoption of the Restated Articles), in the name of Manufacturer or its designee and in such denominations forms attached hereto as Manufacturer shall specifySchedule 1.4.2(d). 2.2 Geron’s obligations 1.4.3 At the Closing, the Purchaser shall cause the transfer in immediately available US Dollars to issue and deliver the stock certificate(s) representing Company of the Purchase Price for the Purchased Shares being issued to Manufacturer it at the Closing shall be subject to by wire transfer in accordance with the following conditions, which may be waived wire instructions or such other form of payment as is mutually agreed by Geron: 2.2.1 the covenants Company 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 DatePurchaser. 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.