0001019687-09-000022 Sample Contracts

INVESTORS' RIGHTS AGREEMENT (International Stem Cell Corporation)
Investors' Rights Agreement • January 5th, 2009 • International Stem Cell CORP • Pharmaceutical preparations • Delaware

THIS INVESTORS' RIGHTS AGREEMENT is made as of the 30th day of December 2008, by and among International Stem Cell Corporation, a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor".

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EMPLOYMENT AGREEMENT (Rouslan Semechkin)
Employment Agreement • January 5th, 2009 • International Stem Cell CORP • Pharmaceutical preparations • California

THIS AGREEMENT is made as of the 30th day of December, 2008 ("Commencement Date"), by and between International Stem Cell Corporation, a Delaware corporation with a principal place of business at 2595 Jason Court, Oceanside, California (the "Company"), and Rouslan Semechkin (the "Employee"), with an address at 1 Overlook Drive, Unit 11, Amherst, New Hampshire ("Agreement").

SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • January 5th, 2009 • International Stem Cell CORP • Pharmaceutical preparations • Delaware

We have acted as counsel to International Stem Cell Corporation, a Delaware corporation (the “Company”), in connection with the Series D Preferred Stock Purchase Agreement, dated as of December __, 2008, between you and the Company (the “Agreement”) and the transactions contemplated therein. This opinion is being furnished to you pursuant to Section 4.5 of the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

EMPLOYMENT AGREEMENT (Andrei Semechkin)
Employment Agreement • January 5th, 2009 • International Stem Cell CORP • Pharmaceutical preparations • California

THIS AGREEMENT is made as of the 30th day of December, 2008 ("Commencement Date"), by and between International Stem Cell Corporation, a Delaware corporation with a principal place of business at 2595 Jason Court, Oceanside, California (the "Company"), and Andrei Semechkin (the"Employee"), with an address at 1 Overlook Drive, Unit 11, Amherst, New Hampshire ("Agreement").

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