0001019687-08-003755 Sample Contracts

COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATION
Common Stock Purchase Warrant • August 18th, 2008 • International Stem Cell CORP • 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).

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INTERNATIONAL STEM CELL CORPORATION MULTIPLE ADVANCE CONVERTIBLE NOTE
Convertible Security Agreement • August 18th, 2008 • International Stem Cell CORP • Pharmaceutical preparations • California

THIS NOTE is the duly authorized and validly issued Multiple Advance 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 Multiple Advance Convertible Note (the “Note” or this “Note” herein).

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