SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2008 between International Stem Cell Corporation, a Delaware corporation (the “Company”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).
INTERNATIONAL STEM CELL CORPORATION OID SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • May 16th, 2008 • International Stem Cell CORP • 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”).
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”).
COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATIONCommon Stock Purchase Warrant • May 16th, 2008 • International Stem Cell CORP • 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).
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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 16th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of May 14, 2008, is made by LIFELINE CELL TECHNOLOGY, LLC, a California limited liability company (the “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for the holder of the OID Senior Secured Convertible Note issued or to be issued in the original aggregate principal amount of up to $1,000,000 (the “Note”) by International Stem Cell Corporation, a Delaware corporation (“Company”), pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 16th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of May 14, 2008, is made by INTERNATIONAL STEM CELL CORPORATION (the “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for the holder of the OID Senior Secured Convertible Note issued or to be issued in the original aggregate principal amount of up to $1,000,000 (the “Note”) by International Stem Cell Corporation, a Delaware corporation (“Company”), pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
