Client Referral and Solicitation Agreement, dated April 1, 2013, between BioTime, Inc., LifeMap Sciences, Inc. and OBEX Securities, LLC

 

b.

No Referral Fee shall be payable under this Agreement with respect to any investment made by an Investor through any public offering of BIOTIME securities registered under the Securities Act of 1933, as amended (the “Securities Act”), unless OBEX solicits or introduces the Investor in connection with such offering.  If OBEX participates as an underwriter, member of an underwriting syndicate, placement agent, participating dealer, or sales agent in connection with such a public offering of BIOTIME securities and receives any underwriting discounts, commissions, or fees in that capacity under a separate agreement, no Referral Fee will be payable under this Agreement with respect to the sale of any securities to any Investor in such public offering.

 

This Agreement shall remain in effect for a period of two years unless earlier terminated by any party by giving the other party one-hundred eighty (180) days prior written notice of such early termination.  BIOTIME’s and LifeMap’s obligation to pay Referral Fee pursuant to Section 3 above will continue notwithstanding the termination of this Agreement, provided that if the continuation of such payments would violate any applicable law or regulation, BIOTIME’s and LifeMap’s obligation to make such payments will cease.  The agreements set forth in Sections 3 shall survive the termination of this Agreement.

 

(iv)

LIFEMAP has all government and regulatory licenses, registrations and approvals, if any, required by applicable law to perform its obligations under this Agreement.

 

(a)

OBEX hereby represents and warrants to BIOTIME and LIFEMAP that:

 

(i)

OBEX is duly organized, validly existing and in good standing as a limited liability company under the laws of the jurisdiction in which it is organized;

 

(viii)

the person executing this Agreement on behalf of OBEX has full power and authority to do so; and

 

(ix)

OBEX is a member in good standing of FINRA.

 

(a)

it shall undertake to perform its duties under this Agreement in a manner consistent with the instructions of BIOTIME and the provisions of (i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, including Regulation D; (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (iii) the Advisers Act and the rules promulgated thereunder, including without limitation, Rule 206(4)-3; and (iv) applicable state securities or blue sky laws and the rules and regulations promulgated thereunder.

 

(c)

LIFEMAP hereby agrees to indemnify and hold OBEX and their respective affiliates, members, officers, directors, employees and agents (collectively, the "OBEX Indemnitees") harmless from any loss, damage, liability or expense, including reasonable attorneys' fees and other legal expenses, to which any of the OBEX Indemnitees may become subject arising out of or relating to any act or omission by LIFEMAP or any of its officers, directors, or employees in connection with the offer or sale of any securities issued by LIFEMAP to an Investor which is or is alleged to be a violation of any applicable statutes, laws or regulations or is a result of LIFEMAP’s fraud, gross negligence, willful misconduct or breach of this Agreement.

 

(d)

Each of the OBEX Indemnitees, BIOTIME Indemnitees, and LIFEMAP Indemnities are referred to in this paragraph as an “Indemnified Person.”  The party obligated under this Section 13 to indemnify the Indemnified Person is referred to in this paragraph as the “Indemnifying Party.”  Promptly after receipt by an Indemnified Person of notice of the commencement of any action, claim, proceeding or investigation as to which the Indemnified Person is entitled to indemnification under this Section (an “Action”), such Indemnified Person, if a claim in respect thereof is to be made against the Indemnifying Party under this Section 13, will notify the Indemnifying Party of the commencement of the Action, but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Person under this Section 13  unless the Indemnifying Party has been substantially prejudiced in asserting, or shall have lost the right to assert, a legal defense by such omission.  The Indemnifying Party will be entitled to participate in, and, to the extent that it may wish, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such Indemnified Person.  The Indemnified Person will have the right to employ separate counsel in any such Action and to participate in the defense thereof but the fees and expenses of such counsel will be at the expense of the Indemnified Person if the Indemnifying Party has assumed the defense of the Action with counsel reasonably satisfactory to the Indemnified Person, provided, however, that if the Indemnified Person shall be requested by the Indemnifying Party to participate in the defense of an Action or shall have concluded in good faith in consultation with counsel and specifically notified the Indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party or that material remedies are being sought against it other than money damages, then the counsel representing it, to the extent made necessary by such defenses or damage claims, shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by the Indemnifying Party.  No settlement of any Action against an Indemnified Person will be made without the consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed in light of all factors reasonably of importance to such party.