REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August , 2007, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ADVANCED CELL TECHNOLOGY, INC.Advanced Cell Technology, Inc. • September 7th, 2007 • 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).
SECURITY AGREEMENTSecurity Agreement • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of August , 2007 (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 Amortizing Senior Secured Convertible Debentures issued on August , 2007 in the original aggregate principal amount of $ ; the holders of the Company’s Amortizing Convertible Debentures issued on August 30, 2006 in the original principal amount of $10,981,250 of which $8,270,423 remains outstanding, and the holders of the Company’s Amortizing Convertible Debentures issued on September 15, 2005; in the original principal amount of $22,276,250 of which $3,051,725 remains outstanding (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of August , 2007 (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 (the “Purchasers”) the Purchase Agreements (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2007 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”).
AMORTIZING SENIOR SECURED CONVERTIBLE DEBENTUREAdvanced Cell Technology, Inc. • September 7th, 2007 • Pharmaceutical preparations • New York
THIS AMORTIZING DEBENTURE is one of a series of duly authorized and issued Amortizing Senior Secured Convertible Debentures of Advanced Cell Technology, Inc., a Delaware corporation, having a principal place of business at Alameda, California (the “Company”), designated as its Amortizing Senior Secured Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
Re: Lock-up LetterSecurities Purchase Agreement • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
Reference is made to the Securities Purchase Agreement, dated August 31, 2007 (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.
