FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (ACT IP)Exclusive License Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
This First Amendment to Exclusive License Agreement (ACT IP) (“First Amendment”) is made and entered into as of this 1ST day of August, 2005 (the “Amendment Effective Date”), by and between Advanced Cell, Inc. (formerly known as Advanced Cell Technology, Inc.), a Delaware corporation with offices located at 381 Plantation Street, Worcester, Massachusetts 01605 (“LICENSOR”), and Lifeline Cell Technology, LLC (formerly known as PacGen Cellco, LLC), a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
ContractWarrant Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR IF THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT.
EXCLUSIVE LICENSE AGREEMENT (UMass IP)Exclusive License Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
This Exclusive License Agreement (“Agreement”) is made and entered into this 14th day of May, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“LICENSOR”), and PacGen Cellco, LLC, a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
Lifeline/ASC Final Settlement AgreementFinal Settlement Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • California
This Final Settlement Agreement is entered into effective as of June 30, 2006 between, on the one hand, each of the “ASC Parties” (which include American Stem Cell Corporation Kenneth Swaisland, Ken Sorensen, Milton Datsopoulos, Michael McClain, Array Capital, Catalytix LDC, Catalytix Life Sciences Hedge, Avion Holdings, Inc., jointly and severally), and, on the other hand, the “Lifeline Parties” (which include Lifeline Cell Technology, LLC, Jeffrey Janus, William B. Adams, Kenneth C. Aldrich, jointly and severally). Both sides collectively are “the Parties”, and references to the Parties are intended as references to them jointly and severally, as well as their respective parent companies, subsidiaries, affiliates, and sister entities, and their respective shareholders, partners, members, directors, officers, managers and employees, and their respective attorneys, insurers, agents, representatives, predecessors, successors and assigns.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • California
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 28, 2006, is by and among BTHC III, Inc., a Delaware corporation (“Parent”), Halter Financial Investments, L.P., a Texas limited partnership (the “Stockholder”), International Stem Cell Corporation, a California corporation (the “Company”), and the Shareholders of the Company by and through the Shareholder Representative (the “Shareholders”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Texas
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement” or “FAA”) is made and entered into on this the 18th day of October, 2006, by and between Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and International Stem Cell Corporation, a California corporation (the “Company”).
EXCLUSIVE LICENSE AGREEMENT (ACT IP)Exclusive License Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
This Exclusive License Agreement (“Agreement”) is made and entered into this 14th day of May, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“LICENSOR”), and PacGen Cellco, LLC, a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
EXCLUSIVE LICENSE AGREEMENT (Infigen IP)Exclusive License Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • Delaware
This Exclusive License Agreement (“Agreement”) is made and entered into this 14th day of May, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“LICENSOR”), and PacGen Cellco, LLC, a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • December 29th, 2006 • BTHC Iii Inc. • Blank checks • California
This Consulting Agreement (the “Agreement”), effective as of September 1, 2006 , is entered into by and between, International Stem Cell, Inc., (herein referred to as the “Company”) and CAPITAL GROUP COMMUNICATIONS, INC., a California corporation (herein referred to as the “Consultant”).
