REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2005 among Advanced Cell Technology, Inc., a Nevada 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 To Purchase Shares of Common Stock of ADVANCED CELL TECHNOLOGY, INC.Security Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • 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 Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “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).
To the Purchasers as Defined in the Purchase AgreementLock-Up Letter • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
Reference is made to the Securities Purchase Agreement, dated September 15, 2005 (the “Purchase Agreement”), among Advanced Cell Technology, Inc. (the “Company”) and the purchasers signatory thereto (the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
AGREEMENTPromissory Note Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Delaware
SETTLEMENT AGREEMENTSettlement Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is entered into this 14th day of September, 2005, and is by and among Gary D. Aronson, individually and as Trustee of the Gary D. Aronson IRA (“Aronson”), John Gorton, Trustee of John S. Gorton Separate Property Trust Dated 3/3/93 (“Gorton” and together with Aronson, the “Plaintiffs”), A.C.T. Group, Inc. (“Group”), Advanced Cell, Inc., a Delaware Corporation (“Cell”), Michael D. West (“West”), William M. Caldwell, IV (“Caldwell”), Advanced Cell Technology, Inc., a Nevada corporation, formerly known as A.C.T. Holdings, Inc., (“Holdings”), Anthem Venture Partners (“Anthem”) and Greg Bonfiglio (“Bonfiglio”). Together, Group, Cell, and West shall be referred to herein as the “Defendants”, and together Caldwell, Anthem, Bonfiglio and Holdings shall be referred to herein as the “Third Parties”. Together, Defendants and the Third Parties shall be referred to as the “ACT Parties”.
