0001104659-07-005054 Sample Contracts

AMENDMENT NO. 1 TO
Securities Purchase Agreement • January 26th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations

This Amendment No. 1 (this “Amendment”) to the Securities Purchase Agreement (the “Purchase Agreement”), the Amortizing Convertible Debenture (the “Debenture”), and the Registration Rights Agreement (the “Registration Rights Agreement”), each of which is identified on Exhibit A hereto, dated as of January 10, 2007 is entered into by and among Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, AMORTIZING CONVERTIBLE DEBENTURE AND REGISTRATION RIGHTS AGREEMENT (2005 Financing)
Securities Purchase Agreement • January 26th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations

This Amendment No. 1 (this “Amendment”) to the Securities Purchase Agreement, the Amortizing Convertible Debenture, and the Registration Rights Agreement, each of which is identified on Exhibit A hereto, dated as of January 10, 2007 is entered into by and among Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

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