isc_8k-ex1001.htm


    
      

    

    Exhibit 10.1

     

    INTERNATIONAL
      STEM CELL CORPORATION

    
       

      Subscription
        Agreement

       

      International
        Stem Cell Corporation

      2595
        Jason Court

      Oceanside,
        CA 92056

      


      Gentlemen:

      


      I,
        the
        undersigned (the “Purchaser”), have been advised that INTERNATIONAL STEM CELL
        CORPORATION, a Delaware corporation (the “Company”), wishes to raise cash funds
        from various investors such as me by selling units (“Units”) consisting of one
        (1) share of Series A Preferred Stock having the rights, preferences and
        privileges set forth on Exhibit A hereto (the “Preferred Stock”), and two (2)
        Common Stock Purchase Warrants in the form of Exhibit B hereto (the “Warrants),
        at a price of One Dollar ($1.00) per Unit, with a minimum investment of Five
        Hundred Thousand Dollars ($500,000), or 500,000 Units, from each investor
        (unless such minimum investment is waived by the Company as to a particular
        investor in the sole discretion of the Company).  You have advised me
        that officers, directors and employees of the Company may participate in
        this
        offering, and that the Company may elect to utilize one or more broker-dealers
        or finders to assist in the offering, for which assistance such broker-dealers
        or finders would receive a commission and/or expenses.

      


      I
        understand that there is no private placement memorandum with respect to
        the
        offering of Units by the Company, and that, in lieu thereof, it is my
        responsibility to read the filings of the Company with the Securities and
        Exchange Commission and posted on the Commission’s EDGAR site, including without
        limitation (i) the registration statement on Form SB-2, as amended, including
        all supplements thereto pursuant to Rule 424 (collectively, the “Registration
        Statement”), all Quarterly Reports on Form 10-QSB for the Company, and (iii) all
        Current Reports on Form 8-K for the Company (all such EDGAR filings being
        sometimes hereinafter referred to as the “SEC Filings”).

      


      I
        understand that you will rely on the following information to confirm that
        I am
        an “accredited investor” as defined in Regulation D under the Securities Act of
        1933, as amended (the “Securities Act”), and that I am qualified to be a
        Purchaser.

      


      This
        Subscription Agreement is one of a number of such subscriptions for
        Units.  By signing this Subscription Agreement, I offer to purchase
        from the Company the number of Units set forth below on the terms specified
        herein.  The Company reserves the right, in its complete discretion,
        to reject any subscription offer.  If my offer is accepted, the
        Company will execute a copy of this Subscription Agreement and return it
        to
        me.

      


      1.  Subscription.  Upon
        the terms and subject to the conditions set forth in this Subscription
        Agreement, I hereby subscribe for and agree to purchase from the Company
        the
        number of Units set forth on the Signature Page to this Subscription Agreement
        (the “Subscribed Units”) at a price equal to $1.00 per Unit.  A check
        or wire transfer in full payment of the purchase price must be delivered
        to the
        Company contemporaneously with the execution and delivery of this Subscription
        Agreement.

      


      2.  Representations
        and
        Warranties.  I represent and warrant to the Company
        that:

      


      
        	
                A.

              	
                I
                  (i) have adequate means of providing for my current needs and possible
                  contingencies and I have no need for liquidity of my investment
                  in the
                  Units, (ii) can bear the economic risk of losing the entire amount
                  of my
                  investment in Units, and (iii) have such knowledge and experience
                  that I
                  am capable of evaluating the relative risks and merits of this
                  investment.
                  

              


      

      


      
        	
                B.

              	
                I
                  have received and carefully read, and am familiar with the SEC
                  Filings,
                  including, without limitation, the “Certain Risk Factors” section of the
                  Registration Statement.  All documents, records and books
                  pertaining to the Company and requested by me, financial and otherwise,
                  have been made available or delivered to me.


              


      

      


      
        	
                C.

              	
                I
                  have had the opportunity to ask questions of and receive answers
                  from the
                  Company’s management concerning the Company’s affairs generally and the
                  terms and conditions of my proposed investment in the Units.  I
                  have had the opportunity, and I have been encouraged by the Company,
                  to
                  consult my financial and legal advisers in determining whether
                  to invest
                  in the Subscribed Units. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                D.

              	
                I
                  understand the risks implicit in the business of the Company. Among
                  other
                  things, I understand that there is no assurance that the Company
                  will be
                  successful in obtaining the funds necessary for its success.
                  

              


      

      


      
        	
                E.

              	
                No
                  person or entity has made any representation or warranty whatsoever
                  with
                  respect to any matter or thing concerning the Company and this
                  offering,
                  and I am purchasing the Units based solely upon my own investigation
                  and
                  evaluation. 

              


      

      


      
        	
                F.

              	
                I
                  acknowledge that the Units are being sold by the Company in a non-public
                  offering pursuant to the exemption from registration provided by
                  Section
                  4(2) of the Securities Act, and/or Rule 506 of Regulation D promulgated
                  thereunder. I acknowledge that this offering consequently has not
                  been
                  reviewed by the Securities and Exchange Commission. I understand
                  that no
                  Units have been qualified pursuant to the provisions of the securities
                  or
                  other laws of applicable jurisdictions.


              


      

      


      
        	
                G.

              	
                The
                  Units for which I subscribe are being acquired solely for my own
                  account,
                  for investment and are not being purchased with a view to or for
                  their
                  resale or distribution. In order to induce the Company to sell
                  Units to
                  me, the Company will have no obligation to recognize the ownership,
                  beneficial or otherwise, of the Units by anyone but me. I understand
                  that
                  the Units have not been registered under the Securities Act by
                  reason of a
                  claimed exemption under the provisions of the Securities Act which
                  depends, in part, upon my investment intention.


              


      

      


      
        	
                H.

              	
                I
                  have not received any advertisement or general solicitation with
                  respect
                  to the sale of the Units. 

              


      

      


      
        	
                I.

              	
                If
                  I am a Registered Representative of an FINRA member firm, I acknowledge
                  that I must give such firm the notice required by FINRA's Rules
                  of Fair
                  Practice or any applicable successor rule of FINRA, receipt of
                  which must
                  be acknowledged by such firm on the signature page hereof.
                  

              


      

      


      
        	
                J.

              	
                Except
                  as specifically indicated to the contrary on the Subscription Agreement,
                  I
                  certify that my taxpayer identification number is correct and,
                  if I am not
                  a corporation, IRA, Keogh, or Qualified Trust (as to which there
                  would be
                  no withholding), I am not subject to backup withholding on interest
                  or
                  dividends. If I have not provided a taxpayer identification number
                  certified to be correct or do not make the certification that I
                  am not
                  subject to backup withholding, then I may be subject to twenty
                  percent
                  (20%) withholding on interest or dividends paid to me.
                  

              


      

      


      
        	
                K.

              	
                I
                  represent and warrant that I am an “accredited investor” and come within
                  one or more of the categories set forth below.


              


      

      


      
        	
                 

              	
                (1)

              	
                Any
                  natural person whose individual net worth, or joint net worth with
                  that
                  person’s spouse, at the time of his or her purchase, exceeds $1,000,000;
                  

              


      

      


      Explanation.  In
        calculating net worth you may include equity in personal property and real
        estate, including your principal residence, cash, short-term investments,
        stock
        and securities.  Equity in personal property and real estate should be
        based on the fair market value of such property less debt secured by such
        property.

      


      
        
          	
                	
                  (2)

                	
                  Any
                    natural person who had an individual income in excess of $200,000
                    in each
                    of the two most recent years or joint income with that person's
                    spouse in
                    excess of $300,000 in each of those years and has a reasonable
                    expectation
                    of reaching the same income level in the current year;
                    

                


        

      

      


      
        	
                 

              	
                Explanation.  In
                  determining income, an investor should add to the investor's adjusted
                  gross income any amounts attributable to tax exempt income received,
                  losses claimed as a limited partner in any limited partnership,
                  deductions
                  claimed for depletion, contributions to an IRA or KEOGH retirement
                  plan,
                  alimony payments, and any amount by which income from long-term
                  capital
                  gains has been reduced in arriving at adjusted gross income.
                  

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      
        	
                 

              	
                (3)

              	
                A
                  bank as defined in Section 3(a)(2) of the Securities Act or any
                  savings
                  and loan company or other institution as defined in Section 3(a)(5)
                  of the
                  Securities Act, whether acting in its individual or fiduciary capacity;
                  

              


      

      


      
        	
                 

              	
                (4)

              	
                Any
                  broker or dealer registered pursuant to Section 15 of the Securities
                  Exchange Act of 1934, as amended; 

              


      

      


      
        
          	
                	
                  (5)

                	
                  An
                    insurance company as defined in Section 2(13) of the Securities
                    Act;
                    

                


        

      

      


      
        	
                 

              	
                (6)

              	
                An
                  investment company registered under the Investment Company Act
                  of 1940 or
                  a business development company as defined in Section 2(a)(48) of
                  that Act;
                  

              


      

      


      
        
          	
                	
                  (7)

                	
                  A
                    Small Business Investment Company licensed by the U.S. Small
                    Business
                    Administration under Section 301(c) or (d) of the Small Business
                    Investment Act of 1958; 

                


        

      

      


      
        
          	
                	
                  (8)

                	
                  An
                    employee benefit plan within the meaning of Title I of the Employee
                    Retirement Income Security Act of 1974, if the investment decision
                    is made
                    by a plan fiduciary, as defined in Section 3(21) of such Act,
                    which is
                    either a bank, insurance company, or registered investment advisor,
                    or if
                    the employee benefit plan has total assets in excess of $5,000,000
                    or, if
                    a self-directed plan, with investment decisions made solely by
                    persons
                    that are accredited investors;


                


        

      

      


      
        
          	
                	
                  (9)

                	
                  Any
                    private business development company, as defined in Section 202(a)(22)
                    of the Investment Advisers Act of 1940;


                


        

      

      


      
        
          	
                	
                  (10)

                	
                  An
                    organization described in Section 501(c)(3) of the Internal Revenue
                    Code,
                    corporation, Massachusetts or similar business trust, or partnership,
                    not
                    formed for the specific purpose, of acquiring the securities
                    offered, with
                    total assets in excess of $5,000,000;


                


        

      

      


      
        
          	
                	
                  (11)

                	
                  Any
                    trust, with total assets in excess of $5,000,000, not formed
                    for
                    the specific
                    purpose of acquiring the securities offered, whose purchase is
                    directed by
                    a sophisticated person as described in Rule 506(b)(2)(ii) under
                    the Act;
                    and 

                


        

      

      


      
        	
              	
                (12) 

              	
                 An
                  entity in which all
                  of  the equity owners are accredited investors.  If
                  the Subscriber
                  belongs to this investor category only, a list of the equity owners
                  of the
                  Subscriber, and the investor category which each such equity owner
                  satisfies, should be attached to this Agreement as Attachment A.
                  

              


      

      


      
        
          	
                	
                  O.

                	
                  I
                    understand that the Subscribed Units and any shares issuable
                    upon exercise
                    of the Warrants (collectively, the "Covered Securities") are
                    characterized
                    as “restricted securities” under the federal securities laws inasmuch as
                    they are being acquired from the Company in a transaction not
                    involving a
                    public offering, and that under such laws and applicable regulations
                    such
                    Covered Securities cannot be resold unless they are registered
                    under the
                    Securities Act or unless an exemption from registration is
                    available.  It is understood that any certificates or other
                    documents evidencing the Covered Securities may bear a legend
                    substantially as follows: 

                


        

      

       

      “These
        securities have not been registered under the Securities Act.  They
        may not be sold, offered for sale, pledged or hypothecated in the absence
        of a
        registration statement in effect with respect to the securities under such
        Act
        or an opinion of counsel satisfactory to the Company that such registration
        is
        not required.”

      


      I
        hereby
        agree that the Company shall be required to refuse to register any transfer
        of
        the Covered Securities not made pursuant to registration under the Securities
        Act, or pursuant to an available exemption from registration.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
              	
                P.

              	
                I
                  understand that the Company reserves the unrestricted right to
                  reject or
                  limit any subscription. 

              


      

      


      
        	
              	
                Q.

              	
                I
                  hereby represent that, except as set forth in this Subscription
                  Agreement,
                  no representations or warranties have been made to me by the Company,
                  the
                  Managers or any agent, finder, employee or affiliate of the Company,
                  and
                  in entering into this transaction, I am not relying on any information,
                  other than that contained in the Memorandum and the results of
                  independent
                  investigation by me. 

              


      

      


      
        	
              	
                R.

              	
                This
                  Subscription Agreement has been duly executed and delivered by
                  me and
                  constitutes the legal, valid, binding and enforceable obligation
                  of me,
                  subject to applicable bankruptcy, insolvency and similar laws affecting
                  creditors’ rights generally, and subject, as to enforceability, to general
                  principles of equity. 

              


      

      


      
        	
              	
                S.

              	
                Each
                  of the representations and warranties herein shall survive the
                  execution
                  and delivery of this Subscription Agreement, any investigation
                  by or on
                  behalf of the Company and the issuance of the Subscribed Units.
                  

              


      

      


      The
        foregoing representations and warranties are true and accurate as of the
        date
        hereof, shall be true and accurate as of the date of the delivery of the
        funds
        to the Company and shall survive such delivery.

      


      
        3. 
          Indemnification.  I
          understand the meaning and legal consequences of the representations and
          warranties contained herein, and I will indemnify and hold harmless the
          Company,
          its officers, directors, managers and representatives involved in the offer
          or
          sale of the Units to me, as well as each of the managers and representatives,
          employees and agents and other controlling persons of each of them, from
          and
          against any and all loss, damage or liability due to or arising out of
          a breach
          of any representation or warranty of mine contained in this Subscription
          Agreement.

      

      


      
        4. 
          Revocation.  I
          will not cancel, terminate or revoke this Subscription Agreement or any
          agreement made by me hereunder and this Subscription Agreement shall survive
          my
          death or disability.

      

      


      
        5. 
          Termination
          of
          Agreement.  If this subscription is rejected by the Company,
          then this Subscription Agreement shall be null and void and of no further
          force
          and effect, no party shall have any rights against any other party hereunder,
          and the Company shall promptly return to me any and all funds delivered
          with
          this Subscription Agreement.

      

      


      
        6. 
          Miscellaneous.

      

      


      
        	
                A.

              	
                Any
                  dispute involving, arising out of or related to the interpretation,
                  application or enforcement of this Subscription Agreement shall
                  be
                  submitted to binding arbitration before the American Arbitration
                  Association, whose rules applicable to commercial disputes shall
                  apply
                  except as modified hereby. The arbitration hearing shall take place
                  in Los
                  Angeles County, California before one arbitrator, who shall be
                  a retired
                  judge. The arbitrator shall comply with the provisions hereof unless
                  the
                  parties to the arbitration consent in writing otherwise. The arbitrator
                  may award attorney and expert witness fees and costs to the successful
                  party and may award exemplary or punitive damages as well. The
                  arbitrator
                  shall submit a written finding of facts and conclusions of law.
                  The
                  arbitrator shall have authority only to interpret and apply provisions
                  of
                  this Subscription Agreement and shall have no authority to add
                  to,
                  subtract from or modify terms of this Subscription Agreement except
                  to the
                  extent otherwise provided herein. The judgment of the arbitrator
                  shall be
                  binding and may be entered as a final judgment by any court having
                  jurisdiction over the parties hereto. THE PARTIES UNDERSTAND AND
                  ACKNOWLEDGE THAT UNDER THIS SECTION EACH WAIVES THE RIGHT TO TRIAL
                  BY JURY
                  IN CONNECTION WITH ANY ARBITRABLE CONTROVERSY OR CLAIM. Prior to
                  arbitration, if the parties agree they shall first participate
                  in
                  mediation of any dispute. The mediator shall be selected pursuant
                  to the
                  rules of the American Arbitration Association unless otherwise
                  agreed by
                  the parties, and shall be conducted in accordance with the mediation
                  procedures of the American Arbitration Association; provided, however,
                  that a matter subject to mediation pursuant to this Section that
                  is not
                  resolved by mediation within thirty (30) days shall be submitted
                  to
                  binding arbitration pursuant to this Section.


              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	
                B.

              	
                This
                  Subscription Agreement is expressly not intended for the benefit
                  of any
                  other person; and except and only to the extent provided by applicable
                  statute, no such creditor or third party shall have any rights
                  under this
                  Subscription Agreement. 

              


      

      


      
        	
                C.

              	
                Except
                  as otherwise provided in this Subscription Agreement, any notice
                  required
                  or permitted to be given pursuant to the provisions of this Subscription
                  Agreement shall be effective as of the day personally delivered,
                  or if
                  sent by mail, on the third day after deposit with the United States
                  Postal
                  Service, prepaid and addressed to the intended recipient at the
                  address
                  set forth below the signature of such party to this Subscription
                  Agreement
                  or such other address specified in writing by such party pursuant
                  to
                  written notice in accordance herewith, or, if sent by facsimile,
                  when
                  confirmed. 

              


      

      


      
        	
                D.

              	
                This
                  Subscription Agreement constitutes the entire agreement between
                  the
                  parties pertaining to the subject matter of the transactions contemplated
                  by this Subscription Agreement. This Subscription Agreement supersedes
                  all
                  written or oral, prior and contemporaneous agreements, representations,
                  warranties and understandings of the parties with respect thereto.
                  

              


      

      


      
        	
                E.

              	
                This
                  Subscription Agreement and the rights of stockholders shall be
                  governed by
                  and construed and enforced in accordance with the internal laws
                  of the
                  state of California, inclusive of any statutes of limitation, but
                  without
                  regard to the conflict of laws rules thereof. Jurisdiction and
                  venue for
                  any action concerning a dispute involving, arising out of or related
                  to
                  the interpretation, application or enforcement of this Subscription
                  Agreement shall be in Los Angeles County, California.
                  

              


      

      


      
        	
                F.

              	
                This
                  Subscription Agreement may be executed in several counterparts
                  and all
                  counterparts so executed shall constitute one Subscription Agreement
                  binding on all parties hereto, notwithstanding that all the parties
                  are
                  not signatories to the original or the same counterpart. Facsimile
                  signatures shall be acceptable as if original signatures had been
                  exchanged. 

              


      

      


      
        	
                G.
                  

              	
                If
                  a court or an arbitrator of competent jurisdiction holds any provision
                  of
                  this Subscription Agreement to be illegal, unenforceable or invalid
                  in
                  whole or in part for any reason, such provision shall be adjusted
                  rather
                  than voided, if possible to achieve the intent of the parties to
                  the
                  extent possible, and in any event the validity and enforceability
                  of the
                  remaining sections shall not be affected unless an essential purpose
                  of
                  this Subscription Agreement would be defeated by the loss of the
                  illegal,
                  unenforceable, or invalid provision. Without limiting the foregoing,
                  in
                  the event that any provision of this Subscription Agreement relating
                  to
                  time period and areas of restriction shall be declared by an arbitrator
                  or
                  court of competent jurisdiction to exceed the maximum time period
                  or areas
                  such arbitrator or court deems reasonable and enforceable, the
                  agreed upon
                  time period and areas of restriction shall be deemed to become
                  and
                  thereafter be the maximum time period and areas which said arbitrator
                  or
                  court deems reasonable and enforceable.


              


      

      


      
        	
                H.

              	
                This
                  Subscription Agreement may be amended or modified from time to
                  time only
                  by a written instrument executed by all parties hereto.
                  

              


      

      


      
        	
                I.

              	
                Except
                  as herein otherwise provided, this Subscription Agreement shall
                  be binding
                  upon and inure to the benefit of the parties and their respective
                  heirs,
                  executors, administrators, successors and assigns.
                  

              


      

      


      
        	
                J.

              	
                Headings
                  are used merely for reference purposes and do not affect content
                  in any
                  manner. 

              


      

      


      
        	
                K.

              	
                Wherever
                  applicable, references herein to the masculine, feminine or neuter
                  shall
                  equally apply to the neuter, feminine and masculine. Furthermore,
                  wherever
                  applicable in this Subscription Agreement, the singular shall include
                  the
                  plural. Except as otherwise provided herein, “Person” means any natural
                  person, firm or corporation or any group of individuals, firms
                  or
                  corporations, or any other entities.


              


      

      


      
        	
                L.

              	
                Time
                  is of the essence of every provision of this Subscription Agreement
                  that
                  specifies a time for performance. 

              


      

      


      
        
          	
                	
                  M.

                	
                  The
                    parties agree to execute and deliver all such further documents,
                    agreements and instruments and take such other and further action
                    as may
                    be necessary or appropriate to carry out the purposes and intent
                    of this
                    Subscription Agreement. 

                


        

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        7.  Ownership
          Information.  Please print here the total number of Units to be
          purchased, and the exact name(s) in which the Interest(s) will be held;
          then
          sign and date this document in the space below.

      

      


      Total
        Units:  _______________;  total purchase price
        $_________________($1.00 per Unit)

      


      Names:                      
        _____________________________________________________________________

      
        	
                _____  Single
                  Person

              	
                _____
                  Husband and Wife, as community property

              
	
                _____  Joint
                  Tenants (with right of  Survivorship)

              	
                _____
                  Tenants in Common

              
	
                _____  A
                  Married Person as separate property

              	
                _____
                  Corporation of other organization

              
	
                _____  A
                  Partnership

              	
                _____
                  Trust

              
	
                _____  Other:
                  ____________________________

              	 


      

      


      Social
        Security Number or Tax I.D.
        Number:  ____________________________________________

      


      Residence
        Address:  _____________________________________________________________

      


      Mailing
        Address (if
        different):  _____________________________________________________

      


      Email
        Address:                                
____________________________________________________

      


      Phone
        Numbers:

      Home:  (______)  ___________________________

      Business
        (______)  _________________________

      Facsimile
        (___) ____________________________

      


      8.  Date
        and
        Signatures – Individual
        Investor.       Dated
        ____________________, 200___

      


      Signature(s)                      
        Purchaser Name (Print)

      


      ______________________________________                                                                                     
        _____________________________________

      


      ______________________________________                                                                                     
        _____________________________________

      (Each
        co-owner or joint venture owner must sign – Names must be signed exactly as
        listed under “Purchaser Name)

      


      9.
Date
        and
        Signatures –Legal Entity (partnership, corp.,
        etc).                                                                                                                     
Dated ___________________, 200_

      


      
        	
                ______________________________________

              	
                _____________________________________

              
	
                Name
                  of Entity

              	
                Number
                  of Partners (if applicable)

              
	 	 
	
                ______________________________________

              	
                _____________________________________

              
	
                Signature

              	
                Person’s
                  Name (Print) and Title/Position

              
	 	
                Of
                  Person Signing on Behalf of Entity

              


      

      


      


      __________________________________________

      


      ACCEPTED:

      


      INTERNATIONAL
        STEM CELL CORPORATION

      


      


      


      
        	
                By:__________________________________

              	
                Dated:  ___________________,
                  200___

              


      

      


       

       

       

      6