0001193125-10-068747 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 26th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of , 2010, between International Stem Cell Corporation, 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”).

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COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATION
Common Stock Purchase Warrant • March 26th, 2010 • International Stem Cell CORP • 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 _____ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from international Stem Cell Corporation, 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).

International Stem Cell Corporation
Placement Agent Agreement • March 26th, 2010 • International Stem Cell CORP • Pharmaceutical preparations • California
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