—] Shares of Common Stock and [—] Warrants to Purchase Shares of Common Stock INTERNATIONAL STEM CELL CORPORATION PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 7th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • New York
International Stem Cell Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to certain purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement “) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of (i) [—] shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Issuer, and (ii) warrants (the “Warrants”) to purchase up to [—] shares of Common Stock. Purchasers of the Common Stock will receive a Warrant to purchase one share of Common Stock for every two shares of Common Stock that they purchase in the offering. The terms and conditions of the Warrants are set forth in a warrant certificate, the form of which is attached as Exhibit B hereto. The Shares issuable upon exercise of the Warrants and Plac
SUBSCRIPTION ESCROW AGREEMENT By and Among INTERNATIONAL STEM CELL CORPORATION, CRT CAPITAL GROUP LLC And THE BANK OF NEW YORK MELLON Dated as of November 30, 2012Subscription Escrow Agreement • December 7th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • New York
Subscription Escrow Agreement (the “Agreement”), dated as of November 30, 2012, by and among International Stem Cell Corporation, a Delaware corporation, with its principal office at 5950 Priestly Drive, Carlsbad, California 92008 (the “Company”), CRT Capital Group LLC, a Delaware limited liability company, with its principal office at 262 Harbor Drive, Stamford, Connecticut 06902(the “Placement Agent”), and The Bank of New York Mellon, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8W, New York, New York 10286 (the “Escrow Agent”).
INTERNATIONAL STEM CELL CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2012 • International Stem Cell CORP • Pharmaceutical preparations • New York
The undersigned (the “Purchaser”) hereby confirms its agreement with International Stem Cell Corporation, a Delaware corporation (the “Issuer”), as follows:
