COMMON STOCK PURCHASE WARRANT ADVANCED CELL TECHNOLOGY, INC.Advanced Cell Technology, Inc. • July 15th, 2008 • 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advanced Cell Technology, Inc., 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 • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2008 between Advanced Cell Technology, Inc., 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”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH , 2009Advanced Cell Technology, Inc. • July 15th, 2008 • Pharmaceutical preparations • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Advanced Cell Technology, Inc., a Delaware corporation, (the “Company”), having its principal place of business at Alameda, California designated as its Original Issue Discount Senior Secured Convertible Debenture due March , 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of March 31, 2008 (this “Agreement”), is among Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures due one year following their issuance, in the original aggregate Principal Amount of $6,275,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of March 31, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and the Purchasers.
COLLATERAL & SECURITY AGREEMENTSecurity Agreement • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Florida
LICENSE AGREEMENT (“Agreement”), effective as of February 25, 2008 (the “Effective Date”)License Agreement • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations
Advanced Cell Technology, Inc., a Delaware corporation with offices located at 381 Plantation Street, Worcester, Massachusetts 01605, the United States of America, lawfully represented by its director William M. Caldwell, IV (“ACT” or “Licensor”)
