REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March , 2016, between International Stem Cell Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
BACKGROUND ----------Assignment Agreement • November 8th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
AGREEMENT ---------Share Exchange Agreement • September 11th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • August 18th, 2008 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, YKA PARTNERS, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to 700,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONCommon Stock Purchase Warrant • March 26th, 2010 • International Stem Cell CORP • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the _____ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from international Stem Cell Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2015 • International Stem Cell CORP • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2015, between International Stem Cell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2013 • International Stem Cell CORP • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2013, by and between INTERNATIONAL STEM CELL CORPORATION, a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INTERNATIONAL STEM CELL CORPORATION OID SENIOR SECURED CONVERTIBLE NOTEInternational Stem Cell CORP • May 16th, 2008 • Pharmaceutical preparations • New York
THIS NOTE is the duly authorized and validly issued OID Senior Secured Convertible Note of International Stem Cell Corporation, a Delaware corporation (the “Company”), having its principal place of business 2595 Jason Court, Oceanside, CA 92056, designated as its OID Senior Secured Convertible Note (this “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2016, between International Stem Cell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • March 10th, 2016 • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • May 16th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California
This SECURITY AGREEMENT, dated as of May 14, 2008 (this “Agreement”), is among International Stem Cell Corporation, a Delaware corporation (the “Company”), International Stem Cell Corporation, a California corporation and wholly owned Subsidiary of the Company (“ISC California”), Lifeline Cell Technology, LLC, a California limited liability company and wholly owned Subsidiary of the ISC California (“Lifeline”), all of the other direct and indirect Subsidiaries of the Company (ISC California, Lifeline and such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and the holder, signatory hereto, of the Company’s OID Senior Secured Convertible Note issued or to be issued in the original aggregate principal amount of up to $1,000,000 (the “Note”) pursuant to the Purchase Agreement (as defined below) (together with its endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).
SERIES A COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • October 8th, 2014 • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five and one-half (5.5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT December , 2015Placement Agency Agreement • December 14th, 2015 • International Stem Cell CORP • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • May 16th, 2008 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ARTICLE I MERGERAgreement and Plan of Merger • April 4th, 2006 • BTHC Iii Inc.
SERIES B COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • March 10th, 2016 • Pharmaceutical preparations
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six (6) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that all of the Warrant Shares are not registered for resale by the Holder pursuant to an effective Registration Statement on or before the Effectiveness Date (as defined in the Registration Rights Agreement, the Termination Date shall be tolled and extended until the 10th Trading Day following the adjustment
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • May 5th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • New York
This Preferred Stock Purchase Agreement (“Agreement”) is effective as of May 4, 2010 (“Effective Date”), by and among International Stem Cell Corporation, a Delaware corporation (“Company”), and Socius CG II, Ltd., a Bermuda exempted company (including its designees, successors and assigns, “Investor”).
March 9, 2016Letter Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations • New York
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 28th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • New York
This Preferred Stock Purchase Agreement (“Agreement”) is effective as of April , 2010 (“Effective Date”), by and among International Stem Cell Corporation, a Delaware corporation (“Company”), and (including its designees, successors and assigns, “Investor”).
INTERNATIONAL STEM CELL CORPORATION 20,000,000 Units Each Unit Consisting of One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock and 20,000,000 Series B Warrants, Each to Purchase One Unit PLACEMENT AGENT AGREEMENTInternational Stem Cell CORP • July 19th, 2013 • Pharmaceutical preparations • New York
Paycheck Protection Program Promissory Note and AgreementPromissory Note and Agreement • August 12th, 2020 • International Stem Cell CORP • Pharmaceutical preparations • South Dakota
Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A Waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You Without Any Further Notice. Venue Will Be In The City Of Richmond.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 13th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2010 by and between INTERNATIONAL STEM CELL CORPORATION, a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
PURCHASE AGREEMENTPurchase Agreement • December 11th, 2013 • International Stem Cell CORP • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of December 10, 2013, by and between INTERNATIONAL STEM CELL CORPORATION, a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 16th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California
SUBSIDIARY GUARANTEE, dated as of May 14, 2008 (this “Guarantee”), made by Lifeline Cell Technology, LLC, a California limited liability company (“Lifeline”), and International Stem Cell Corporation, a California corporation (together with Lifeline and any other entity that may become a party hereto as provided herein, individually and collectively, the “Guarantor”, and together with the Company (as defined below), the “Debtors”), in favor of the purchaser (including such purchaser’s successors, transferees and assigns, the “Purchaser”) signatory to the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2014 • International Stem Cell CORP • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of September 10th, 2014, by and between International Stem Cell Corporation, a Delaware corporation (the “Company”), and the investors listed on the signature page hereof (individually a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONInternational Stem Cell CORP • July 2nd, 2013 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, — (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Original Issue Date (as defined below) (the “Exercisability Date”) and on or prior to the close of business on the fifth anniversary of the Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to 1 shares (the “Warrant Shares”) of common stock, par value $0.001 (the “Common Stock”), of the Company.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (ACT IP)Exclusive License Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
This First Amendment to Exclusive License Agreement (ACT IP) (“First Amendment”) is made and entered into as of this 1ST day of August, 2005 (the “Amendment Effective Date”), by and between Advanced Cell, Inc. (formerly known as Advanced Cell Technology, Inc.), a Delaware corporation with offices located at 381 Plantation Street, Worcester, Massachusetts 01605 (“LICENSOR”), and Lifeline Cell Technology, LLC (formerly known as PacGen Cellco, LLC), a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
AGREEMENT TO PROVIDE CONSULTING SERVICES. Effective Date: March 9, 2012Provide Consulting Services • March 15th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • California
International Stem Cell Corporation, a Delaware corporation (“the Company”), and Jeffrey Janus (hereafter referred to as “Consultant”), in consideration of the mutual promises made herein, agree as follows. This document may be referred to herein as “the Agreement or “this Agreement”
ContractBTHC Iii Inc. • December 29th, 2006 • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR IF THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT.
International Stem Cell Corporation Carlsbad, California 92008 Gentlemen:International Stem Cell CORP • July 19th, 2013 • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with International Stem Cell Corporation, a Delaware corporation (the “Company”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2010, by and between INTERNATIONAL STEM CELL CORPORATION, a Delaware corporation, (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INTERNATIONAL STEM CELL CORPORATION — Units Each Unit Consisting of One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock and — Series B Warrants, Each to Purchase One Unit PLACEMENT AGENT AGREEMENTAgent Agreement • July 2nd, 2013 • International Stem Cell CORP • Pharmaceutical preparations • New York
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • California
International Stem Cell Corporation, a Delaware corporation (“the Company”), and James H. Berglund (“Consultant”), in consideration of the mutual promises made herein, hereby enter into this Consulting Agreement (the “Agreement”) effective as of July 24, 2012.
RESEARCH AGREEMENT NO. LLCT-41718Research Agreement • May 31st, 2007 • International Stem Cell CORP • Pharmaceutical preparations • California
This agreement (“AGREEMENT”) is entered into this 2nd day of January 2007, by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf of its Irvine campus (“UNIVERSITY”) through its employee Dr. Hans Keirstead of the Reeve-Irvine Research Center (“INVESTIGATOR”) and LifeLine Cell Technology LLC, with offices at 157 Surfview Drive, Pacific Palisades, CA 90272 (“SPONSOR”). UNIVERSITY and SPONSOR shall be collectively referred to as the Parties and agree as follows:
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 18th, 2014 • International Stem Cell CORP • Pharmaceutical preparations
This Amendment (the “Amendment”) is entered into as of November 13, 2014 with respect to the Amended and Restated Investor Rights Agreement (the “Rights Agreement”) dated as of March 9, 2012.
