0001482080-13-000014 Sample Contracts

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Option Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
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AMENDED AND RESTATED EQUITY AGREEMENT
Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Agreement is effective as of the Effective Date (as hereinafter defined), by and between WiCell Research Institute, Inc. (hereinafter called “WiCell”), a nonstock, nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc., formerly known as iPS Cells, Inc. (hereinafter called “Company”), a corporation organized and existing under the laws of Wisconsin;

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EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [Robert Palay] (the “Executive”) is entered into as of _________ __, 2013 (the “Effective Date”). In consideration of the covenants contained herein, the parties agree as follows:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of _______ __, 20__ (subject to what is provided in Section 11(b) hereof), between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and _______________ (“Indemnitee”).

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LICENSE AGREEMENT
Warf Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

(****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Option Agreement, entered into as of __________________ (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity Incentive Plan (the “Plan”).

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PROMISSORY NOTE
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances) • Wisconsin

FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (“Agreement”) between the Wisconsin Department of Commerce (“Department”) and Cellular Dynamics International, Inc. (“Borrower”) also identified as Contract # TVF FY07-17050/GEDL FY07-17072, the Borrower promises to pay the Department the principal sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), or so much thereof as may be advanced by the Department, together with interest, in accordance with the terms and conditions hereinafter set forth.

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AMENDMENT TO LEASE
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances)
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FIRST AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)

This First Amendment (“Amendment”) to Supply Agreement is by and between Cellular Dynamics International, Inc. (“CDI”) and Hoffmann-La Roche Inc. (“Roche”).

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LEASE AGREEMENT
Lease Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)

This Lease is made by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”), and Cellular Dynamics International, Inc., a Wisconsin corporation (hereinafter referred to as “Tenant”), as of the date of execution by Landlord as set forth on the signature page hereof.

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Consulting Agreement
Consulting Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Consulting Agreement, effective as of the 18th day of October, 2010, is made by and between Cellular Dynamics International, Inc. (the “Company”) and Dr. Stanley D. Rose (“Consultant”).

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PROMISSORY NOTE
Promissory Note • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (the “Agreement”) between the Wisconsin Department of Commerce (the “Department”) and Cellular Dynamics International, Inc. (the “Borrower”), also identified as Contract #TVF FY05-11873/#GEDL FY05-11875, the Borrower promises to pay the Department the principal sum of One Million and 00/100 Dollars ($1,000,000.00), or so much thereof as may be advanced by the Department, together with interest, in accordance with the terms and conditions hereinafter set forth.

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AMENDMENT TO LEASE AGREEMENT
Lease Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made as of May 15, 2010 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC., a Wisconsin corporation (hereinafter referred to as “Tenant”).

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AMENDMENT TO LEASE
To Lease • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2008, by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC., a Wisconsin corporation (hereinafter referred to as “Tenant”).

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Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 October 18, 2010
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances) • Wisconsin

This letter (when fully executed and delivered by you as contemplated below, this “Agreement”) will confirm the terms and conditions upon which the Cellular Dynamics International, Inc. (the “Company”) by its Board of Directors would grant to you an option under the Company’s 2008 Equity Incentive Plan, as amended (the “Plan”), which option is further described herein (i.e., the Option as defined in Paragraph 4(a)). Such terms and conditions are as follows:

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Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 December 12, 2008
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances) • Wisconsin

This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as follows:

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CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Option Agreement, entered into as of __________________ (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity Incentive Plan (the “Plan”).

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License and Services Agreement
License and Services Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • California

This License and Services Agreement ("Agreement") is by and between The Buck Institute for Research on Aging, an independent non-profit research organization ("Buck") with facilities at 8001 Redwood Blvd., Novato, CA 94945 ("Facility") and Cellular Dynamics International, a Wisconsin Corporation, located at 525 Science Drive, Madison, WI 53711 ("CDI").

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CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT
Thomson Option Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Option Agreement, entered into as of __________________ (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and James Thomson (the “Participant” or “Consultant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity Incentive Plan (the “Plan”).

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Cellular Dynamics International, Inc. University Research Park Madison, WI 53711
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances)

This letter (when fully executed and delivered by you as contemplated below, this “Agreement”) will confirm our understanding, effective as of December 20, 2011, regarding the amendment of the 2010 Letter Agreement in connection with, and as consideration for, the grant on December 20, 2011 to you of an additional option for the purchase of 600,000 shares of Company common stock under the Plan, as follows:

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GRANT AGREEMENT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE AND STEM CELL PRODUCTS, INC.
Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin

This Agreement is entered into by and between the Wisconsin Department of Commerce (“Department”) and Stem Cell Products, Inc., (“Recipient”).

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AMENDMENT TO LEASE
To Lease • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO LEASE (“Amendment”) is made as of August 1, 2006, by and between University Research, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc., a Wisconsin corporation (hereinafter referred to as “Tenant”).

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Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 December 19, 2008
Cellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances) • Wisconsin

This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as follows:

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CELLULAR DYNAMICS INTERNATIONAL, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT November 1, 2012
Registration Rights Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
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