0001193125-12-116917 Sample Contracts

AGREEMENT TO PROVIDE CONSULTING SERVICES. Effective Date: March 9, 2012
Provide Consulting Services • March 15th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • California

International Stem Cell Corporation, a Delaware corporation (“the Company”), and Jeffrey Janus (hereafter referred to as “Consultant”), in consideration of the mutual promises made herein, agree as follows. This document may be referred to herein as “the Agreement or “this Agreement”

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CONSULTATION CONTRACT
Consultation Contract • March 15th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • California

International Stem Cell Corporation, a Delaware corporation (“the Company”), and Kenneth C. Aldrich (hereafter referred to as “Consultant”), in consideration of the mutual promises made herein, agree as follows.

March 9, 2012
International Stem Cell CORP • March 15th, 2012 • Pharmaceutical preparations

This letter will confirm our agreement that pursuant to and effective as of the purchase by AR Partners, LLC (“Investor”) of 5,000,000 shares of Series G Preferred Stock of International Stem Cell Corporation (“Company”), the Investor shall be entitled to the following contractual management rights:

SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series G Convertible Preferred Stock Purchase Agreement • March 15th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • Delaware

THIS SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the Ninth day of March 2012 by and between International Stem Cell Corporation, a Delaware corporation (the “Company”) and AR Partners, LLC, a Delaware limited liability company (the “Purchaser”).

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
’ Rights Agreement • March 15th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 9th day of March 2012, by and among International Stem Cell Corporation, a Delaware corporation (the “Company”), AR Partners, LLC, a Delaware limited liability company, (the “Series G Investor”) and each of the investors listed on Schedule A of the Investors’ Rights Agreement made as of December 30, 2008 (each a “Series D Investor” and together with the Series G Investor, each an “Investor” as set forth on Schedule A hereto)

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