0001193125-16-499266 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March , 2016, between International Stem Cell Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SERIES B COMMON STOCK PURCHASE WARRANT INTERNATIONAL STEM CELL CORPORATION
Security Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 six (6) month 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 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that all of the Warrant Shares are not registered for resale by the Holder pursuant to an effective Registration Statement on or before the Effectiveness Date (as defined in the Registration Rights Agreement, the Termination Date shall be tolled and extended until the 10th Trading Day following the adjustment

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2016, 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”).

March 9, 2016
Exclusive Agency Agreement • March 10th, 2016 • International Stem Cell CORP • Pharmaceutical preparations • New York
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