isc_8k-ex1002.htm


    
      

    

     

    Exhibit 10.2

     

    FORM
      OF WARRANT CERTIFICATE

    


    WARRANT
      TO PURCHASE UP TO

    __________
      SHARES OF COMMON STOCK

    OF

    INTERNATIONAL
      STEM CELL CORPORATION

    


    THE
      SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SHARES OF COMMON STOCK HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SALE OF SUCH SECURITIES UNDER SAID ACT OR
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    


    This
      certifies that, for value
      received, _______________________________ (the "Holder") is entitled to purchase
      from International Stem Cell Corporation (the "Company"), and the Company
      promises and agrees to sell and issue to Holder, up to _________ shares of
      Common Stock of the Company, at a per share price of Fifty Cents ($0.50) (the
      "Warrant Price"), subject to adjustment as hereinafter provided, at any time
      on
      and after the date of this Warrant and on or before December 10, 2012. The
      Holder and all other persons acquiring similar Warrants to purchase Common
      Stock
      from the Company are sometimes hereinafter referred to collectively as the
      “Holders” and individually as a “Holder”).

    


    This
      Warrant Certificate evidences the
      right to purchase shares of Common Stock of the Company and is issued in
      accordance with and subject to the following terms and conditions:

    


    I.  THE
      WARRANTS

    


    1.01  General.  The
      Warrants shall be numbered and registered on the books of the Company when
      issued.  The Warrants shall be dated as of the date of signature
      thereof on behalf of the Company either upon initial issuance or upon division,
      exchange, substitution or transfer.

    


    1.02  Transfer.  The
      Warrants shall be transferable only on the books of the Company maintained
      at
      its principal executive office upon delivery thereof duly endorsed by the
      Warrant holders or by their duly authorized attorney or representative, or
      accompanied by proper evidence of succession, assignment or authority to
      transfer.  Upon any registration to transfer, the Company shall
      execute and deliver a new Warrant to the person entitled thereto.

    


    1.03  Combination
      or Transfer of
      Warrants.  Any Warrant may be divided or combined, upon request
      to the Company by the Holder of such Warrant, into a new Warrant certificate
      or
      certificates evidencing the same aggregate number of shares of Common Stock
      of
      the Company represented by the Warrant (“Warrant Shares”) issuable thereunder.
      Unless the context indicates otherwise, the term "Holder" shall include any
      transferee or transferees of any Warrant, and the term "Warrants" shall include
      this Warrant and all other warrants evidenced by a certificate or certificates
      issued upon division, exchange, substitution or transfer.

    


    
      
        
          
          

        

        
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    1.04   Validity
      of Warrants and
      Warrant Shares.  The Company represents and warrants to the
      Holder that (i) this certificate representing the Warrant issued to the Holder
      is in due and proper form, (ii) the Warrants and the Warrant Shares have been
      duly authorized by all necessary corporate action on the part of the Company,
      (iii) the Warrants (upon payment of the consideration therefor) will be validly
      issued, fully paid and non-assessable, (iv) the Holder will acquire valid title
      to such Warrants free and clear of any encumbrances, and (v) the Warrant Shares
      issuable upon exercise of such Warrants have been duly and validly reserved
      and
      upon issuance and upon payment of the exercise price therefor will be duly
      and
      validly issued, fully paid and nonassessable.

    


    1.05  Term.  Subject
      to the terms of this Warrant Certificate, each Holder shall have the right,
      for
      the period commencing on the date on which the Warrants are first issued by
      the
      Company and ending on the Termination Date (as hereinafter defined), to purchase
      up to the number of Warrant Shares specified on the face of the Warrant
      Certificate, subject to adjustment in accordance hereto, upon surrender to
      the
      Company at its principal executive office of the certificate evidencing the
      Warrant to be exercised, together with a written election to exercise duly
      completed and signed, and upon payment to the Company of the Warrant Price
      (as
      defined in and determined in accordance with the provisions of this Article)
      for
      the number of Warrant Shares in respect of which the Warrant is then
      exercised.  Payment of the aggregate Warrant Price shall be made by
      wire transfer, in cash or by certified check.  "Termination Date"
      shall mean 5:00 p.m., Los Angeles time, on December 10, 2012.

    


    1.06  Exercise
      of
      Warrants.

    


    (a)
Cash
      Exercise. Upon
      notice by any Holder to the Company and upon surrender of the Warrant
      Certificate for the Warrants to be exercised and payment of such Warrant Price,
      the Company shall issue and cause to be delivered, within five (5) business
      days
      after payment is received by the Company, to or upon the written order of such
      Holder and in such name or names as such Holder may designate, a certificate
      or
      certificates for the number of full Warrant Shares so purchased upon the
      exercise of such Warrants, together with payment in respect of any fractional
      shares otherwise issuable upon such surrender.  Such certificate or
      certificates shall be deemed to have been issued and any person so designated
      to
      be named therein shall be deemed to have become a holder of record of the
      Warrant Shares as of the date of the surrender of such Warrant and payment
      of
      the Warrant Price, as aforesaid; provided, however, that if, at the date of
      surrender of such Warrants and payment of the Warrant Price, the transfer books
      for the Warrant Shares or other class of stock purchasable upon the exercise
      of
      such Warrant shall be closed, the certificates for the Warrant Shares in respect
      of which such Warrants are then exercised shall be issuable as of the date
      on
      which such books shall next be opened (whether before or after the Termination
      Date) and until such date the Company shall be under no duty to deliver any
      certificate for such Warrant Shares; provided, further, that the transfer books
      of record, unless otherwise required by law, shall not be closed at any one
      time
      for a period longer than twenty (20) days.  The rights of purchase
      represented by each Warrant shall be exercisable, at the election of the Holder,
      either in full or from time to time in part and, in the event that a certificate
      evidencing any Warrant is exercised in respect of less than all of the Warrant
      Shares specified therein at any time prior to the date of expiration of such
      Warrant, a new certificate evidencing the right to acquire the remaining
      unacquired Warrant Shares will be promptly issued by the Company.

    


    
      
        
          
          

        

        
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    (b)
Cashless
      Exercise
      Right.  Notwithstanding the payment provisions set forth above,
      the Holder may elect to convert Warrants into Warrant Shares (a “Cashless
      Exercise Right”) by surrendering the Warrant Certificate for the subject
      Warrants at the principal office of the Company and delivering to the Company
      written notice of the Holder’s intention to exercise this Cashless Exercise
      Right, which notice shall specify the number of Warrant Shares subject to this
      Cashless Exercise Right (hereinafter, a “Cashless Exercise”).  Upon
      such delivery, the Company shall issue to the Holder the number of Warrant
      Shares equal to the result obtained by (a) subtracting B from A,
      (b) multiplying the difference by C, and (c) dividing the product by
      A, as set forth in the following equation:

     

    X
      = (A - B) x C        where:

                A

    


    
      	
               

            	
              X
                =

            	
              the
                number of Warrant Shares issuable upon net issuance exercise pursuant
                to
                the provisions of this Section 1.06(b).


            


    

     

    
      	
               

            	
              A
                =

            	
              the
                Fair Market Value (as hereinafter defined) of one Warrant Share on
                the
                date of net issuance exercise. 

            


    

     

    
      	
               

            	
              B =

            	
              the
                Warrant Price. 

            


    

     

    
      	
               

            	
              C
                =

            	
              the
                number of Warrant Shares for which this Warrant is being exercised.
                

            


    

     

    If
      the
      foregoing calculation results in a negative number, then no Warrant Shares
      shall
      be issued upon net issuance exercise pursuant to this
      Section 1.06(b).

     

    (c)
Definition
      of Fair Market
      Value. “Fair Market Value” shall be the closing sale price for one share
      of the Company’s Common Stock on the business day immediately prior to the date
      on which the Company receives written notice of the Cashless Exercise, or if
      no
      sale occurred on such date, the average of the bid and asked prices for one
      share of the Company’s Common Stock on such date.

     

    1.07  Payment
      of Taxes. The
      Company shall pay all stock transfer taxes and similar governmental charges
      that
      may be imposed with respect to the issuance of Warrant Shares; provided,
      however, that the Company shall not be required to pay any tax or other charge
      imposed in connection with any transfer of Warrants or the issuance or delivery
      of certificates for Warrant Shares to a person or entity other than a then
      existing Holder of the Warrant; provided, further, that the Company shall not
      be
      required to pay any income or other similar tax levied on any Holder of the
      Warrant.

     

    1.08  Mutilated
      or Missing
      Warrant.  In case the certificate or certificates evidencing
      any Warrant shall be mutilated, lost, stolen or destroyed, the Company shall,
      at
      the request of the Holder and upon delivery by the Holder to the Company of
      reasonably satisfactory proof thereof and (except in the case of a mutilated
      certificate) an indemnity agreement satisfactory to the Company, issue and
      deliver in exchange and substitution for and upon cancellation of the mutilated
      certificate or certificates, or in lieu of and substitution for the certificate
      or certificates lost, stolen or destroyed, a new Warrant certificate or
      certificates of like tenor and representing an equivalent right or
      interest.

    


    1.09  Reservation
      of
      Shares.  There has been reserved, and the Company shall at all
      times keep reserved so long as the Warrants remain outstanding, out of its
      authorized but unissued Common Stock a number of shares of Common Stock
      sufficient to provide for the exercise of the rights of purchase represented
      by
      the outstanding Warrants.

    


    
      
        
          
          

        

        
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    1.10  Warrant
      Price.  The price per share (the "Warrant Price") at which
      Warrant Shares shall be purchasable upon exercise of the Warrants shall be
      Fifty
      Cents ($0.50) per share, subject to further adjustment pursuant to this
      Article.

    


    1.11  Adjustments
      of Warrant
      Shares and/or Warrant Price.  The number of Warrant Shares
      purchasable upon the exercise of the Warrants and the Warrant Price therefor
      shall be subject to adjustment as follows:

    


    (a)           
      In case the Company shall (i) pay a dividend in shares of Common Stock or make
      a
      distribution in shares of Common Stock, (ii) subdivide or split its outstanding
      shares of Common Stock, (iii) combine in the form of a reverse stock split
      or
      otherwise change its outstanding shares of Common Stock into a smaller number
      of
      shares of Common Stock or (iv) issue, by reclassification of its shares of
      Common Stock, other securities of the Company, the number of Warrant Shares
      purchasable upon exercise of each Warrant immediately prior thereto shall be
      adjusted so that the Holder holding such Warrant shall be entitled to receive
      the kind and number of shares or other securities of the Company which the
      Holder would have owned or have been entitled to receive after the happening
      of
      any of the events described above had such Warrant been exercised immediately
      prior to the happening of such event or any record date with respect
      thereof.

    


    (b)           
      In case the Company shall issue rights, options, warrants or convertible
      securities to all or substantially all holders of its shares of Common Stock,
      without any charge to such holders, entitling them to subscribe for or purchase
      shares of Common Stock at a price per share which is lower at the record date
      mentioned below than the Warrant Price, the number of Warrant Shares thereafter
      purchasable upon the exercise of each Warrant shall be determined by multiplying
      the number of Warrant Shares theretofore purchasable upon the exercise of such
      Warrant by a fraction, of which the numerator shall be the number of shares
      of
      Common Stock outstanding immediately prior to the issuance of such rights,
      options or warrants plus the number of additional shares of Common Stock offered
      for subscription or purchase to all or substantially all holders of its shares
      of Common Stock, and of which the denominator shall be the number of shares
      of
      Common Stock outstanding immediately prior to the issuance of such rights,
      options or warrants plus the number of shares which the aggregate offering
      price
      of the total number of shares of Common Stock so offered would purchase at
      such
      Warrant Price. Such adjustment shall be made whenever such rights, options
      or
      warrants are issued, and shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such rights,
      options or warrants; provided, however, that in no event shall the number of
      Warrant Shares purchasable upon exercise of such Warrant be adjusted pursuant
      to
      the computation provided in this subsection 1.11(b) to a number less than the
      number of Warrant Shares purchasable immediately prior to such
      computation.

    


    (c)           
      In case the Company shall distribute to all or substantially all holders of
      its
      shares of Common Stock evidences of its indebtedness or assets (excluding cash
      dividends or distributions out of earnings) or rights, options, warrants or
      convertible securities containing the right to subscribe for or purchase shares
      of Common Stock (excluding those referred to in paragraph (b) above), then
      in
      each case the number of Warrant Shares thereafter purchasable upon the exercise
      of each Warrant shall be determined by multiplying the number of Warrant Shares
      theretofore purchasable upon exercise of such Warrant by a fraction, of which
      the numerator shall be the Warrant Price on the date of such distribution,
      and
      of which the denominator shall be such Warrant Price on such date minus the
      then
      fair value of the portion of the assets or evidences of indebtedness so
      distributed or such subscription rights, options, warrants or convertible
      securities applicable to one share of Common Stock. Such adjustment shall be
      made whenever any such distribution is made and shall become effective on the
      date of distribution retroactive to the record date for the determination of
      stockholders entitled to receive such distribution; provided, however, that
      in
      no event shall the number of Warrant Shares purchasable upon exercise of such
      Warrant be adjusted pursuant to the computation provided in this subsection
      1.11(c) to a number less than the number of Warrant Shares purchasable
      immediately prior to such computation.

     

    
      
        
        

      

      
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    (d)
      No adjustment in the number of
      Warrant Shares purchasable hereunder shall be required unless such adjustment
      would require an increase or decrease of at least one percent in the number
      of
      Warrant Shares then purchasable upon the exercise of the Warrants; provided,
      however, that any adjustments which by reason of this subsection 1.11(d) are
      not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment.

    


    (e)
      Whenever the number of Warrant
      Shares purchasable upon the exercise of any Warrant is adjusted, as herein
      provided, the Warrant Price payable upon exercise of such Warrant shall be
      adjusted by multiplying such Warrant Price immediately prior to such adjustment
      by a fraction, of which the numerator shall be the number of Warrant Shares
      purchasable upon the exercise of such Warrant immediately prior to such
      adjustment, and of which the denominator shall be the number of Warrant Shares
      so purchasable immediately thereafter.

    


    (f)  If
      the Company shall
      issue, after the date of this Warrant (the “Issue Date”), (i) not less than two
      hundred fifty thousand (250,000) shares of Common Stock for a purchase price
      per
      share less than the Warrant Price in effect immediately prior to such issuance
      (other than pursuant to the exercise or conversion or options, warrants or
      rights outstanding as of the Issue Date), or (ii) options, warrants or rights
      to
      purchase shares of Common Stock, or convertible securities convertible into
      or
      exchangeable for shares of Common Stock (such options, warrants, rights and
      convertible securities are hereinafter referred to collectively as “Common Stock
      Rights”), which Common Stock Rights are exercisable for or convertible into not
      less than two hundred fifty thousand (250,000) shares of Common Stock at an
      exercise price or conversion rate per share that is less than the Warrant Price
      in effect immediately prior to such issuance, then, in either such event, the
      Warrant Price shall automatically be adjusted to equal the purchase price of
      such shares or the exercise price or conversion rate of the Common Stock Rights,
      as applicable.

    


    (g)  Upon
      the occurrence of
      each adjustment or readjustment of the number of Warrant Shares issuable upon
      exercise of the Warrants or the Warrant Price pursuant to this Section 1.11,
      the
      Company at its expense shall promptly compute such adjustment or readjustment
      and furnish to the Holder a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based.  The Company shall, upon the written request at
      any time of any Holder, furnish or cause to be furnished to the Holder a like
      certificate setting forth (i) such adjustments and readjustments, (ii) the
      Warrant Price in effect at the time, and (iii) the number of Warrant Shares
      and
      the amount, if any, of other property which at the time would be received upon
      exercise of the Warrants.

    


    (h)  For
      the purpose of
      this Section 1.11, the term "shares of Common Stock" shall mean (i) the class
      of
      stock designated as the Common Stock of the Company at the date of this
      Agreement or (ii) any other class of stock resulting from successive changes
      or
      reclassifications of such shares of Common Stock.  In the event that
      at any time, as a result of an adjustment made pursuant to this Article II,
      the
      Holders shall become entitled to purchase any shares of the Company other than
      shares of Common Stock, thereafter the number of such other shares so
      purchasable upon exercise of the Warrants and the Warrant Price of such shares
      shall be subject to adjustment from time to time in a manner and on terms as
      nearly equivalent as practicable to the provisions with respect to the Warrant
      Shares contained in this Section 1.11.

    


    
      
        
          
          

        

        
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    (i)  Upon
      the expiration
      without exercise of any rights, options, warrants or conversion privileges
      for
      which an adjustment has been made pursuant to this Section 1.11, the number
      of
      Warrant Shares purchasable upon exercise of each Warrant and the Warrant Price,
      to the extent such Warrant has not been exercised, shall, upon such expiration,
      be readjusted and shall thereafter be such as they would have been had they
      been
      originally adjusted (or had the original adjustment not been required, as the
      case may be) on the basis that (i) the only shares of Common Stock so issued
      were the shares of Common Stock, if any, actually issued or sold upon the
      exercise of such rights, options, warrants or conversion rights and (ii) such
      shares of Common Stock, if any, were issued or sold for the consideration
      actually received by the Company upon such exercise plus the consideration,
      if
      any, actually received by the Company for the issuance, sale or grant to all
      of
      such rights, option, warrants or conversion rights whether or not exercise;
      provided, however, that no such readjustment shall have the affect of increasing
      the Warrant Price by an amount in excess of the amount of the adjustment
      initially made in respect of the issuance, sale or grant of such rights,
      options, warrants or convertible rights.

    


    1.12  No
      Adjustment for
      Dividends.  Except as provided in Section 1.11, no adjustment
      in respect of any dividends shall be made during the term of the Warrants or
      upon the exercise of the Warrants.

    


    1.13  Rights
      upon
      Reclassification, Consolidation, Etc. in case of any consolidation of the
      Company with, or merger of the Company into, another corporation or in case
      of
      any sale or conveyance to another corporation of the property of the Company
      as
      an entirety or substantially as an entirety, the Company or such successor
      or
      purchasing corporation, as the case may be, shall execute, and the Holders
      shall
      execute, an agreement that the Holders will have the right thereafter upon
      payment of the Warrant Price in effect immediately prior to such action to
      purchase upon exercise of the Warrants the kind and amount of shares and other
      securities and property which they would have owned or have been entitled to
      receive after the happening of such consolidation, merger, sale or conveyance
      had the Warrants been exercised immediately prior to such action or the record
      date therefor, whichever would be greater. Such agreement shall provide for
      adjustments, which shall be as nearly equivalent as may be practicable to the
      adjustments provided for herein.  The provisions of this Section 1.13
      shall similarly apply to successive consolidations, mergers, sales or
      conveyances.

    


    1.14  Statement
      on
      Warrants.  Irrespective of any adjustments in the Warrant Price
      or the number or kind of securities purchasable upon the exercise of the
      Warrants, the Warrant certificates theretofore or thereafter issued may continue
      to express the same price and number and kind of shares as are stated in the
      Warrants initially issuable pursuant hereto.

    


    1.15  Fractional
      Interests.  The Company shall not be required to issue
      fractional shares on the exercise of the Warrants.  In the event any
      fractional shares are so issuable, the Company shall round such fraction down
      to
      the nearest whole share.

    


    
      
        
          
          

        

        
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    1.16  No
      Rights as Stockholder;
      Notices to Holders.  Nothing contained in this Warrant shall be
      construed as conferring upon the Holders or their transferees any rights
      whatsoever as stockholders of the Company by virtue of the ownership of the
      Warrants, including the right to vote, receive dividends, consent or receive
      notices as a stockholder in respect of any meeting of stockholders for the
      election of directors of the Company or any other matter.  If,
      however, at any time prior to the expiration of the Warrants and prior to their
      exercise, any of the following events shall occur:

    


    (a)  the
      Company shall
      declare any dividend payable in any securities upon any class of its shares
      of
      capital stock or make any distribution (other than a cash dividend) to the
      holders of any class of its capital stock;

    


    (b)  the
      Company shall
      offer to the holders of any class of its shares of capital stock any additional
      shares of capital stock or securities convertible into shares of any class
      of
      capital stock or any right to subscribe thereto;

    


    (c)  a
      dissolution,
      liquidation or winding up of the Company shall be proposed; or

    


    (d)  a
      consolidation of the
      Company with, or merger of the Company into, another corporation, or a sale
      or
      conveyance to another corporation of the property of the Company as an entirety
      or substantially as an entirety or any other corporate reorganization in which
      the Company is the acquired party shall be proposed;

    


    then
      in
      any of said events, the Company shall give notice in writing of such event
      to
      the Holders as provided by the provisions of this Agreement (i) at least 10
      days
      prior to the date fixed as a record date or the date of closing the transfer
      books for the determination of the stockholders entitled to such dividend,
      distribution or subscription rights, or for the determination of stockholders
      entitled to vote on such proposed dissolution, liquidation or winding up, and
      (ii) at least 10 days prior to the effective date or the closing date, whichever
      is earlier, of such proposed merger, consolidation, sale, conveyance or other
      reorganization.  Such notice shall specify such record date, the date
      of closing the transfer books, and the effective date or the closing date,
      as
      the case may be.

    


    1.17            
      Authority of Board
      in
      Certain Events.  If any event occurs as to which, in the good
      faith opinion of the Board of Directors of the Company, the other provisions
      of
      this Article I are not strictly applicable or as strictly applied would not
      fairly protect the purchase rights of the Warrant in accordance with the
      essential intent and principles of such provisions, then the Board shall have
      the authority to make an adjustment in the application of such provisions,
      in
      accordance with principles of equity and fairness, in order to accomplish the
      intent and principles of such provisions, provided that no such adjustment
      may
      be to the detriment of the rights of the

    


    


    II.  MISCELLANEOUS
      PROVISIONS

    


    2.01            
      Survival of
      Representations, Warranties and Agreements.  Notwithstanding
      any investigation conducted or notice or knowledge obtained by or on behalf
      of
      any Holder, each representation and warranty of the Company herein and each
      agreement or covenant of the Company herein which does not by its own terms
      expire at an earlier time shall survive until the exercise or expiration of
      the
      Warrants, and any claim for breach of any representation or warranty in this
      Warrant must be brought within one (1) year after such exercise or
      expiration.

    


    
      
        
          
          

        

        
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    2.02 
Governing
      Law.  THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
      OF
      CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

    


    2.03  Severability
      of
      Provisions.  If any provision of any portion of any provision
      of this Warrant or the application of any such provision or any portion thereof
      to any person or circumstance, shall be held invalid or unenforceable for any
      reason, it shall be adjusted rather than voided, if possible, to achieve the
      intent of the parties  to the extent possible.  In any
      event, all other provisions of this Warrant shall be deemed valid and
      enforceable to the extent possible.

    


    2.04  Modification;
      Waiver.  No modification of or amendment to the terms of this
      Warrant shall be valid unless in a writing signed by the Company and all Holders
      referring specifically to this Agreement and stating the parties' intention
      to
      modify or amend the same.  Any waiver of any term or condition of this
      Warrant must be in a writing signed by the party or parties sought to be charged
      with such waiver referring specifically to the term or condition to be waived,
      and no such waiver shall be deemed to constitute the waiver of any other breach
      of the same or of any other term or condition of this Warrant.

    


    2.05  Gender.  The
      use of the masculine, feminine or neuter gender herein shall be deemed to
      include the other genders.

    


    


    IN
      WITNESS WHEREOF, International Stem
      Cell Corporation has caused this Warrant to be duly executed on its behalf
      as of
      the ____ day of ______, 2008.

    


    


    


    


    
      	 	
              INTERNATIONAL
                STEM CELL CORPORATION

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
              By:
                ___________________________

            


    

    


    
 

     

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