Exhibit
10.7


 


THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS
AVAILABLE THEREUNDER. AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE
SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS.


 


ADVANCED
CELL TECHNOLOGY, INC.


BRIDGE
NOTE


 


	
  Up to $70,000.00

  	
   

  	
  Los Angeles,
  California

  
	
   

  	
   

  	
  March 17th,
  2008

  



 


1.                                       Promise to Pay.  FOR VALUE RECEIVED, the undersigned, ADVANCED
CELL TECHNOLOGY, INC., a Delaware corporation (referred to alternatively as the
“Maker” or the “Company”),
promises to pay to the Shapiro Family Trust Dated September 25, 1989 or
its assigns (the “Noteholder”),
at such place as the Noteholder hereof shall notify the Maker in writing the
principal amount of up to


 


SEVENTY
Thousand Dollars ($70,000)


 


or so much of that sum as
may be advanced and outstanding under this Convertible Promissory Note (this “Note”).  This Note evidences a loan (the “Loan”) from the Noteholder to the
Maker. Advances under this Note shall be added to the principal amount of the
Loan, as and when made, as reflected in the Advance Schedule attached hereto as
Exhibit A.  Each payment under this
Note shall be credited against principal. 
All amounts payable under this Note shall be paid in lawful money of the
United States of America during normal business hours on a business day, in immediately
available funds.  A Member of the
Noteholder on behalf of the Noteholder shall advance the Maker the sum of
Seventy Thousand Dollars ($70,000.00) upon execution of this Note.


 


2.                                       Principal.  All outstanding principal and all accrued and
unpaid interest and all other amounts owed hereunder (the “Outstanding
Balance”), unless earlier converted pursuant to the terms
described herein, shall be due and payable in one lump sum on April 7th,
2008 (the “Maturity Date”) unless the
Note has earlier been paid.


 


3.                                       Permitted Uses.  The proceeds of the Loan may be used only for
payment of Permitted Expenses, as defined herein. As used herein, the term
Permitted Expenses means reasonable and customary operating expenses and
capital expenditures related to the ongoing operation of the Maker.


 


4.                                       Interest. (a) The principal
sum outstanding from time to time under this Note shall bear interest at a rate
equal to NINE percent (9%) per annum.


 

















 


5.                                       ENTITLEMENT OF THE NOTEHOLDER. Upon funding of the Note, the Noteholder will have fulfilled any
obligation however defined of purchasing the Purchaser’s Pro Rata Share in the
Next Financing The Noteholder will be entitled to all rights and privileges
given to any other Purchaser in the Next Financing including the exercise of
anti-dilution protection, reset of any conversion price of any existing
debentures and warrants owned by the Noteholder at the date of the closing of
the Next Financing, and issuance of warrants under the same terms and
conditions as if the investment had been converted into that financing round.


 


6.                                       SECURITY: With the funding of this
Note and until full repayment is made, this note will rank pari pasu with the
2005, 2006 and 2007 Debentures which are the most senior obligations of the
company.


 


7.                                       Representations and Warranties.  As an inducement to the Noteholder to make
the Loan, the Maker represents and warrants to the Noteholder that:


 


(a)                                  The
Maker is duly organized, validly existing and in good standing as a corporation
under the laws of the State of Delaware. The Maker (i) has the corporate
power and authority and the legal right to own and operate its property and to
conduct business in the manner in which it does and proposes so to do, and (ii) is
in compliance in all material respects with all requirements of law and
contractual obligations.


 


(b)                                 The
Maker has the corporate power and authority and the legal right to execute,
deliver and perform this Note and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Note. This Note has
been duly executed and delivered on behalf of the Maker and constitutes the
legal, valid and binding obligation of the Maker enforceable against the Maker
in accordance with its terms, subject to the effect of applicable bankruptcy
and other similar laws affecting the rights of creditors generally and the
effect of equitable principles whether applied in an action at law or a suit in
equity.


 


(c)                                  The
execution, delivery and performance of this Note, the borrowing hereunder and
the use of the proceeds hereof, will not violate any provision of Maker’s
Certificate of Incorporation, Bylaws or requirement of law.


 


8.                                       Affirmative Covenants; Noteholder Acknowledgement;
Noteholder Representation. The Maker agrees to provide the
Noteholder with prompt notice of any written commitments entered into which, if
closed, would constitute the Next Financing, and to provide the Noteholder with
at least twenty four hours’ prior notice of the closing of the Next Financing.
The Noteholder hereby represents and warrants to the Maker that the Noteholder,
is an ‘accredited investor’ as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act.


 


9.                                       Negative Covenants. The Maker
agrees that, as long as any obligations under this Note remain unpaid, it shall
not, directly or indirectly without the prior written consent of Noteholder:


 

















 


(a)                                  liquidate
or dissolve or enter into any sale, consolidation, merger, partnership, joint
venture, syndicate or other combination, unless the Maker is the surviving
entity;


 


(b)                                 sell,
lease, assign, transfer or otherwise dispose of all or substantially all of
Maker’s assets; provided that the Maker may sell, lease, assign or transfer any
portion of its real or personal property; and


 


(c)                                  engage
in any business activities substantially different from the Maker’s business as
described in its current business plan delivered to Noteholder
contemporaneously herewith.


 


10.                                 Events of Default. Upon the
occurrence of any of the following events (each, an “Event of
Default”):


 


(a)                                  The
Maker shall fail to pay any amount due under this Note; or


 


(b)                                 Any
representation or warranty made by the Maker in this Note shall be materially
inaccurate or incomplete; provided, that any such inaccurate or incomplete
representation or warranty shall not constitute an Event of Default if it is
corrected within five (5) days after any officer or employee of the Maker
obtains knowledge of such inaccuracy or incompleteness, and the corrected or
revised representation or warranty made by the Maker is acceptable to the
Noteholder; or


 


(c)                                  The
Maker shall fail to observe or perform in any material respect any of the other
terms or provisions of this Note and such failure shall continue for five (5) days;
or


 


THEN, automatically upon
the occurrence of an Event of Default at the option of the Noteholder, in each
case without notice to or demand upon the Maker or any other party, the entire
principal balance hereof together with all accrued and unpaid interest thereon
shall become immediately due and payable.


 


11.                                 Costs and Expenses.  If any default occurs in any payment due
under this Note, the Maker and all guarantors and endorsers hereof, and their
successors and assigns, promise to pay all costs and expenses, including
attorneys’ fees, incurred by the Noteholder hereof in collecting or attempting
to collect the indebtedness under this Note, whether or not any action or
proceeding is commenced, and hereby waive the right to plead any and all
statutes of limitation as a defense to a demand hereunder to the full extent
permitted by law.


 


12.                                 Acceptance of Past Due Payments and Indulgences Not
Waivers.  None of the
provisions hereof and none of the Noteholder’s rights or remedies hereunder on
account of any past or future defaults shall be deemed to have been waived by the
Noteholder’s acceptance of any past due installments or by any indulgence
granted by the Noteholder to the Maker.


 


13.                                 Waivers by the Maker; No Setoffs or Counterclaims.  The Maker and all guarantors and endorsers
hereof, and their successors and assigns, hereby waive presentment, 


 

















 


demand, protest and
notice thereof or of dishonor, and agree that they shall remain liable for all
amounts due hereunder notwithstanding any extension of time or change in the
terms of payment of this Note granted by the Noteholder, any change, alteration
or release of any property now or hereafter securing the payment hereof or any
delay or failure by the Noteholder to exercise any rights under this Note. All
payments required by this Note shall be made without setoff or counterclaim.


 


14.                                 Assignment. The Maker may not
assign its rights or obligations under this Note without the prior written
consent of the Noteholder and any such purported assignment by the Maker
without obtaining the prior written consent of the Noteholder shall be void ab
initio. This Note shall inure to the heirs, legal representatives, successors
and assigns of the Noteholder.


 


15.                                 Notices.  All notices given by the Maker or the
Noteholder hereunder to the other shall be in writing, delivered by facsimile
transmission (confirmed in writing) or delivered personally or by depositing
the same in the United States mail, registered, with postage prepaid, addressed
as follows:


 


	
  Noteholder:

  	
   

  	
  Shapiro Family Trust
  Dated September 25, 1989

  
	
   

  	
   

  	
  17567 Camino de y Yatasto

  
	
   

  	
   

  	
  Pacific Palisades,
  California 90272

  
	
   

  	
   

  	
   

  
	
  Maker:

  	
   

  	
  Advanced Cell
  Technology, Inc.

  
	
   

  	
   

  	
  11100 Santa Monica
  Boulevard, Suite 850

  
	
   

  	
   

  	
  Los Angeles, CA 90025

  



 


Either the Noteholder or
the Maker may change the address to which notices are to be sent by notice of
such change to the other given as provided herein. Such notices shall be
effective on the date received or, if mailed, on the third business day
following the date mailed.


 


16.                                 Governing Law.  This Note is governed by the laws of the
State of California, without regard to the choice of law rules of that
State.


 


17.                                 Waiver of Jury Trial.  THE MAKER HEREBY WAIVES ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS
NOTE. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
WITHOUT A JURY.


 

















 


IN WITNESS WHEREOF, the
Maker has caused this Convertible Note to be duly executed the day and year
first above written.


 


	
   

  	
  ADVANCED CELL
  TECHNOLOGY,

  
	
   

  	
  INC., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M.
  Caldwell, IV

  
	
   

  	
  Name: William M.
  Caldwell, IV

  
	
   

  	
  Title: Chairman and CEO

  



 


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