EX-1.1
from 8-K
8 pages
1. Buyer Will Purchase 14,400,000 of the 28,816,000 Shares of Common Stock Currently Owned by Seller. the 14,400,000 Shares to Be Purchased in the Transaction Are Referred to as the “Shares.” 2. the Purchase Price for the Shares Will Be (A) $21,600,000 in Cash as Outlined in Paragraph 3, and (B) the Issuance by Buyer to Seller of a Convertible Note (The “Convertible Note”) in the Principal Amount of $21,600,000 Having the Terms Outlined in Paragraph 5. 3. the Cash Payment Will Be Made in Two Installments. in the First Installment Will Be Paid at Closing and Buyer Will Pay $10,800,000 in Cash. the Second Installment of $10,800,000 Will Be on November 5, 2018 (The “Delayed Cash Consideration”). Payment of the Delayed Cash Consideration Will Be Secured by a Pledge Agreement (The “Pledge Agreement”) for 25% of the Shares, Until Such Time as the Seller Receives the Delayed Cash Consideration. 4. the Consummation of the Transaction Will Take Place in One Closing (The “Closing”). 5. the Convertible Note Will Have a Maturity Date Two (2) Years From the Date of the Closing, and Will Bear Interest at a Rate Per Annum Equal to Seven Percent (7%), With Accrued Interest Paid at Maturity. the Convertible Note Will Be Unsecured and Will Have Standard Events of Default. the Convertible Note May Be Converted in Whole but Not in Part as Follows
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EX-1
from SC 13D
1 page
Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(f) Under the Securities Exchange Act of 1934, as Amended, the Persons Named Below Agree to the Joint Filing on Behalf of Each of Them of a Statement on Schedule 13d (Including Amendments Thereto) With Respect to the Common Stock, No Par Value, of Biotime Inc., and Further Agree That This Joint Filing Agreement Be Included as an Exhibit to Such Joint Filing. in Evidence Thereof, the Undersigned, Hereby Execute This Agreement This 22nd Day of August, 1996. Greenhouse Partners, L.P. Greenway Partners, L.P. By: Greenhouse Partners, L.P., Its General Partner By:/S/ Gary K. Duberstein Gary K. Duberstein, General By:/S/ Gary K. Duberstein Partner Gary K. Duberstein, General Partner Greenbelt Corp. By:/S/ Alfred D. Kingsley Alfred D. Kingsley, President /S/ Alfred D. Kingsley Alfred D. Kingsley /S/ Gary K. Duberstein Gary K. Duberstein
12/34/56