Form of Warrant for Common Stock



 Exhibit 4.10 

International Stem Cell Corporation 

WARRANT TO PURCHASE COMMON STOCK 

 

					
	 Warrant No.: 2010-[            ]
	 		 	 Issuance Date: April         , 2010

			
	 Number of Warrant Shares:
[                    ]
	 		 	 Initial Exercise Price:
[$            ]


 International Stem Cell
Corporation, a Delaware corporation (“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
                    , the holder hereof or its designees or assigns (“Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the date hereof (the “Issuance Date”), but not after 11:59 p.m., New York time, on the fifth anniversary of the Issuance Date (subject to acceleration under the
terms of Section 3.2), that number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock set forth above, subject to adjustment as set forth herein (the “Warrant Shares”). 

This Warrant is issued pursuant to the Preferred Stock Purchase Agreement dated April [ ], 2010, by and among the Company and the
investor referred to therein (the “Purchase Agreement”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in ARTICLE 13. 

ARTICLE 1 

EXERCISE OF WARRANT. 
  

	 	1.1	Mechanics of Exercise. 


1.1.1    Subject to the terms and conditions hereof, this Warrant may be exercised by the
Holder on any day on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice to the Company, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”), with such payment made, at Investor’s option, in cash or by wire transfer of immediately available funds, by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Exhibit B
(each, a “Recourse Note”), or by cashless exercise pursuant to Section 1.3. 

1.1.2    The Holder shall not be required to deliver the original Warrant in order to effect an
exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. 
  

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 1.1.3     On the Trading Day on which the Company
has received each of the Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the next Trading Day if the Exercise Delivery Documents are received
after 6:30 p.m. Eastern time or on a non-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (i) a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the
Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in
Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent to credit such aggregate number of freely-tradable Warrant Shares to which the Holder is entitled to receive upon such exercise to the Holder’s or
its designee’s balance account with The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, with such credit to occur no later than 12:00
p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that if the Warrant Shares are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following
the Exercise Delivery Date, then the Preferred Stock Closing Date applicable to the Preferred Stock Notice shall be extended by one Trading Day for each Trading Day that timely credit of DWAC Shares is not made. 

1.1.4    Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account. 

1.1.5    If this Warrant is submitted in connection with any exercise pursuant to this
Section 1.1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no
event later than three Trading Days after any exercise and return of the previously issued Warrant and at its own expense, issue a new Warrant (in accordance with Section 6.4) representing the right to purchase the number of Warrant
Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant. 
  

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 1.2    Exercise Price. For purposes of this Warrant,
“Exercise Price” means an amount equal to the Closing Bid Price of a Share of Common Stock on the Trading Day immediately preceding the Issuance Date per Warrant Share, subject to adjustment as provided herein. 

1.3    Cashless Exercise. Notwithstanding anything contained herein to the contrary, if at any time
there is not a current, valid and effective registration statement covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): 

Net Number = (B-C) x A 

                         
                 B 
 For purposes of the foregoing formula:

 A = the total number of shares with respect to which this Warrant is then being exercised. 

B = the average of the Closing Bid Prices of the shares of Common Stock (as reported by Bloomberg) for the five (5) consecutive
Trading Days ending on the date immediately preceding the date of the Exercise Notice. 
 C = the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise. 
 1.4    Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to timely credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the
Holder’s exercise of this Warrant, then, in addition to all other remedies available to the Holder, (a) the Preferred Stock Closing Date applicable to the Preferred Stock Notice shall be extended by one Trading Day for each Trading Day
that timely credit of DWAC Shares is not made; and (b ) the Company shall pay in cash to the Holder on each day after such Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 1.5% of the product of
(A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Bid Price of the shares of Common Stock on the Trading Day immediately preceding the
last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 1.1. In addition to the foregoing, if the Company shall fail to timely credit the Holder’s balance account
with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated 

 

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receiving from the Company (a “Buy-In”), then the Company shall, within one Trading Day after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the
Company’s obligation to credit such Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder and to issue such Warrant Shares shall terminate, or
(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is
entitled upon the Holder’s exercise hereunder and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock sold by Holder in satisfaction of its
obligations, times (B) the Closing Bid Price on the date of exercise. 

1.5    Disputes. In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12. 

1.6    Exercise Limitation. Notwithstanding any other provision, at no time may the Holder exercise
this Warrant such that the number of Warrant Shares to be received pursuant to such exercise aggregated with all other shares of Common Stock then owned by the Holder beneficially or deemed beneficially owned by the Holder would result in the Holder
owning more than 9.99% of all of such Common Stock as would be outstanding on the date of exercise, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, as of any
date, the aggregate number of shares of Common Stock into which this Warrant is exercisable within 61 days, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by
Holder and its affiliates, shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. 

1.7    Insufficient Authorized Shares. If at any time while any of the Warrants remain outstanding the
Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock equal to 110% of the number of
shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall
immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the
generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 90 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its
stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. 

 

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 ARTICLE 2 

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. 

If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this ARTICLE 2 shall become effective at the
close of business on the date the subdivision or combination becomes effective. 
 ARTICLE 3 

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS 

3.1    Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights. 

3.2    Fundamental Transactions. The Company shall not enter into or be party to a Fundamental
Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3.2 pursuant to written agreements in form and substance satisfactory
to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each Holder of this Warrant in exchange for such Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and
exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the 
  


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Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the
Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental
Transaction, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been converted immediately prior to such
Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of
shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will
thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon
the exercise of this Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction; provided, however that in the event the Fundamental Transaction involves the issuance of cash
or freely tradeable securities by an issuer listed on the New York Stock Exchange on the Nasdaq Stock Market, then the ability to exercise this Warrant shall expire on the consummation of that Fundamental Transaction. Provision made pursuant to the
preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.2 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and
shall be applied without regard to any limitations on the exercise of this Warrant. 
 3.3    Purchase
of Warrant. Notwithstanding the foregoing, in the event of a Fundamental Transaction other than one in which the Successor Entity is a Public Successor Entity that assumes this Warrant such that this Warrant shall be exercisable for the
publicly traded common stock of such Public Successor Entity, at the request of the Holder delivered before the 90th day after the effective date of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant from
the Holder by paying to the Holder, within five (5) Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the value of the remaining unexercised portion of this Warrant
on the date of such consummation, which value shall be determined by use of the Black Scholes Option Pricing Model using a volatility equal to the 100 day average historical price volatility prior to the date of the public announcement of such
Fundamental Transaction. 
  

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 ARTICLE 4 

NONCIRCUMVENTION 

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any portion of this Warrant is outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, 110% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the portion of the
Warrant then outstanding (without regard to any limitations on exercise). 
 ARTICLE 5 

WARRANT HOLDER NOT DEEMED A STOCKHOLDER 

Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the
Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this ARTICLE 5, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders. 
  

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 ARTICLE 6 

REISSUANCE OF WARRANTS 

6.1    Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this
Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6.4), registered as the Holder may request, representing the right to purchase the
number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 6.4) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred. 
 6.2    Lost, Stolen or
Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with
Section 6.4) representing the right to purchase the Warrant Shares then underlying this Warrant. 

6.3    Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by
the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 6.4) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each
such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

 6.4    Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant
(or in the case of a new Warrant being issued pursuant to Section 6.1 or Section 6.3, the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new
Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant. 
 ARTICLE 7 

NOTICES 

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 6.2 of the Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason
therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the 
  

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 Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and
(ii) at least fifteen days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales
of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock as such or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. 

ARTICLE 8 

AMENDMENT AND WAIVER 

Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Holders; provided that no such action may increase the exercise price of this Warrant or decrease the number of
shares or class of stock obtainable upon exercise of this Warrant without the written consent of the Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Warrant then outstanding.

 ARTICLE 9 

GOVERNING LAW 

This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. 

ARTICLE 10 

CONSTRUCTION; HEADINGS 

This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the
drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. 

ARTICLE 11 

DISPUTE RESOLUTION 

In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within 2 Trading Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are 

 

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 unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three Trading Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within 2 Trading Days submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by Holder and approved by Company, which approval may not be unreasonably withheld or delayed, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent
registered public accounting firm. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than 10
Trading Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

 ARTICLE 12 

REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF 

The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or
in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder right to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being
required. 
 ARTICLE 13 

DEFINITIONS 

For purposes of this Warrant, in addition to the terms defined elsewhere herein, the following terms shall have the following meanings:

 13.1    “Bloomberg” means Bloomberg Financial Markets. 

13.2    “Closing Bid Price” means, for any security as of any date, the last closing bid
price for such security on the Trading Market, as reported by Bloomberg, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing bid price, then the last bid price of such security prior to 4:00
p.m., Eastern time, as reported by Bloomberg, or, if the Trading Market is not the principal securities exchange or trading market for such security, the last closing bid price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market 
  

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 makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually
determined by the Company and Holder. If the Company and Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to ARTICLE 11. All such determinations to be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. 

13.3    “Common Stock” means (i) the Company’s shares of Common Stock, par value
$0.001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock. 

13.4    “Convertible Securities” means any stock or securities (other than Options) directly
or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. 

13.5    “DWAC Shares” means, except as expressly stated otherwise herein, all Warrant Shares
issued or issuable to Holder or any Affiliate, successor or assign of Holder pursuant to this Warrant, all of which shall be (a) issued in electronic form, (b) freely tradable and without restriction on resale, and (c) timely credited
by Company to the specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program or any similar program hereafter adopted by DTC performing substantially the same function, in accordance
with instructions issued to and countersigned by the Transfer Agent of the Company. 

13.6    “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc.,
The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTC Bulletin Board or the NYSE Amex Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock, but does not
include the Pink Sheets inter-dealer electronic quotation and trading system. 

13.7    “Fundamental Transaction” means that the (A) Company shall, directly or
indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person or Persons, or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), (iv) consummate a stock purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other 
  

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Persons making or party to, such stock purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (B) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% of the aggregate Common Stock of the Company, other than persons or groups who exceed such ownership level as of the date of issuance of this Warrant. 

13.8    “Options” means any rights, warrants or options to subscribe for or purchase shares
of Common Stock or Convertible Securities. 
 13.9    “Parent Entity” of a Person
means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or
Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction. 

13.10    “Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. 

13.11    “Purchase Agreement” means the Preferred Stock Purchase Agreement dated
June 30, 2009, by and among the Company and the investors referred to therein. 

13.12    “Principal Market” means The OTC Bulletin Board of FINRA. 

13.13    “Public Successor Entity” means a Successor Entity that is a publicly traded
corporation whose stock is quoted or listed for trading on an Eligible Market. 

13.14    “Required Holders” means the Holders of the Warrant representing at least a majority
of shares of Common Stock underlying the Warrant then outstanding. 
 13.15    “Successor
Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with
which such Fundamental Transaction shall have been entered into. 
 13.16    “Trading
Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which
the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York
time). 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly
executed as of the Issuance Date set out above. 
  

			
	 INTERNATIONAL STEM CELL

CORPORATION

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




 

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 EXHIBIT A 

EXERCISE NOTICE 

INTERNATIONAL STEM CELL CORPORATION 

The undersigned hereby exercises the right to purchase
                    shares of the shares of Common Stock (“Warrant Shares”) of International Stem Cell Corporation, a
Delaware corporation (“Company”), evidenced by the attached Warrant to Purchase Common Stock (“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Warrant. The Holder intends that payment of the Exercise Price shall be made as: 

                        
Cash Exercise with respect to                     Warrant Shares 

                        
Cashless Exercise with respect to                     Warrant Shares 

                        
Recourse Note Exercise with respect to                     Warrant Shares 

Please issue 

                        A
certificate or certificates representing said shares of Common Stock in the name specified below 

                        
Said shares in electronic form to the Deposit/Withdrawal at Custodian (DWAC) account with Depository Trust Company (DTC) specified below. 
  

			
	  

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  


  


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 ACKNOWLEDGMENT 

The Company hereby acknowledges this Exercise Notice and hereby directs
[                                        ]
to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated June 30, 2009 from the Company and acknowledged and agreed to by the transfer agent. 

 

			
	International Stem Cell Corporation
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




 

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 EXHIBIT B 

FORM OF NOTE 

SECURED PROMISSORY NOTE 
  

			
	
$[                    ]
	  	Date: [            ], 20    


FOR VALUE RECEIVED,
[                    ] (“Borrower”) promises to pay to the order of International Stem Cell Corporation
(“Lender”), at [            ], or at such other place as Lender may from time to time designate in writing, the principal sum of
$[            ], with interest, as follows: 

1.    Interest. The principal balance outstanding, from time to time, shall bear interest from and after the
date hereof at the rate of 2.0% per year, compounded annually. Interest shall be calculated on the basis of the number of days elapsed during the period for which interest is being calculated, compounded annually. Payments of interest
will be due on each annual anniversary of the date of this Note; provided that Borrower will not be in default hereunder for failure to make any annual interest payment when due (other than on the Maturity Date) and the amount of interest not paid
when due shall be added to the principal balance of this Note and such amount will thereafter accrue interest at the rate set forth above. 

2.    Payments. If not sooner paid, the entire unpaid principal balance, interest thereon and any other
charges due and payable under this Note shall be due and payable on the fourth anniversary of the date of this Note (“Maturity Date”); provided, however, that in no event shall this Note be due or payable at any time that
(a) Lender is in default of any loan agreement, equity investment agreement or instrument, or other material agreement including without limitation any preferred stock purchase agreement for Series F Preferred Stock with Borrower or any Warrant
issued pursuant thereto, or (b) subject to the following clause, there are any shares of Series F Preferred Stock of Lender issued or outstanding ; provided, further, that in the event that Lender redeems all or a portion of the
shares of Series F Preferred Stock then held by Borrower, then Borrower shall apply, and Lender shall offset, the proceeds of such redemption to pay down the accrued interest and outstanding principal of this Note. Borrower shall have the right to
prepay all or any part of the principal balance of this Note at any time without penalty or premium. All payments shall be first be applied to interest, then to reduce the outstanding principal. 

3.    Full Recourse Note. THIS IS A FULL RECOURSE PROMISSORY NOTE. Accordingly, notwithstanding that
Borrower’s obligations under this Note are secured by the Collateral, in the event of either (i) a payment default, or (ii) a material non-monetary default hereunder, Lender shall have full recourse to all the other assets of
Borrower. Moreover, Lender shall not be required to proceed against or exhaust any Collateral, or to pursue any Collateral in any particular order, before Lender pursues any other remedies against Borrower or against any of Borrower’s assets.

  

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	 	4.	Security 


a.    Pledge. As security for the due and prompt payment and performance of all payment obligations under this
Note and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”), Borrower hereby pledges and grants a security interest to Lender in all of Borrower’s right, title, and interest in and to
all of the following, now owned or hereafter acquired or arising (together the “Collateral”): 

i.    Publicly traded shares of common stock, preferred stock, bonds, notes and/or debentures (collectively,
“Pledged Securities”) with a fair market value on the date hereof at least equal to the principal amount of this Note, based upon the trading price of such securities on the Pink Sheets, OTC Bulletin Board, NASDAQ Capital Market,
NASDAQ Global Market, NASDAQ Global Select Market, NYSE Amex, or New York Stock Exchange; 
 ii.    all
rights of Borrower with respect to or arising out of the Pledged Securities, including voting rights, and all equity and debt securities and other property distributed or distributable with respect thereto as a result of merger, consolidation,
dissolution, reorganization, recapitalization, stock split, stock dividend, reclassification, exchange, redemption, or other change in capital structure; and 

iii.    all proceeds, replacements, substitutions, accessions and increases in any of the Collateral. 

b.    Replacement Securities. In the event that Borrower sells or disposes of any Pledged Securities during
any period in which any principal balance of this Note remains outstanding, Borrower shall promptly provide replacement securities of equal or greater value. 

c.    Rights With Respect to Distributions. So long as no default shall have occurred and be continuing under
this Note, Borrower shall be entitled to receive any and all dividends and distributions made with respect to the Pledged Securities and any other Collateral. However, upon the occurrence and during the continuance of any default, Lender shall have
the sole right (unless otherwise agreed by Lender) to receive and retain dividends and distributions and apply them to the outstanding balance of this Note or hold them as Collateral, at Lender’s election. 

d.    Voting Rights. So long as no default shall have occurred and be continuing under this Note, Borrower
shall be entitled to exercise all voting rights pertaining to the Pledged Securities and any other Collateral. However, upon the occurrence and during the continuance of any default, all rights of Borrower to exercise the voting rights that Borrower
would otherwise be entitled to exercise with respect to the Collateral shall cease and (unless otherwise agreed by Lender) all such rights shall thereupon become vested in Lender, which shall thereupon have the sole right to exercise such rights.

 e.    Financing Statement; Further Assurances. Borrower agrees, concurrently with executing this
Note, that Lender may file a UCC-1 financing statement relating to the 
  

 2 








 
Collateral in favor of Lender, and any similar financing statements in any jurisdiction in which Lender reasonably determines such filing to be necessary. Borrower further agrees that at any time
and from time to time Borrower shall promptly execute and deliver all further instruments and documents that Lender may request in order to perfect and protect the security interest granted hereby (including, following an event of default, delivery
of the Collateral to hold as secured party), or to enable Lender to exercise and enforce its rights and remedies with respect to any Collateral following an event of default. 

f.    Powers of Lender. Borrower hereby appoints Lender as Borrower’s true and lawful attorney-in-fact to
perform any and all of the following acts, which power is coupled with an interest, is irrevocable until the Secured Obligations are paid and performed in full, and may be exercised from time to time by Lender in its discretion: To take any action
and to execute any instrument which Lender may deem reasonably necessary or desirable to accomplish the purposes of this Section 4(f) and, more broadly, this Note including, without limitation: (i) during the continuance of a
default hereunder, to exercise voting and consent rights with respect to Collateral in accordance with this Note, (ii) to receive, endorse and collect all instruments or other forms of payment made payable to Borrower representing any dividend,
interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same when and to the extent permitted by this Note, (iii) to perform or cause the performance of any obligation of
Borrower hereunder in Borrower’s name or otherwise, (iv) during the continuance of any default hereunder, to liquidate any Collateral pledged to Lender hereunder and to apply proceeds thereof to the payment of the Secured Obligations or to
place such proceeds into a cash collateral account or to transfer the Collateral into the name of Lender, all at Lender’s sole discretion, (v) to enter into any extension, reorganization or other agreement relating to or affecting the
Collateral, and, in connection therewith, to deposit or surrender control of the Collateral, (vi) to accept other property in exchange for the Collateral, (vii) to make any compromise or settlement Lender deems desirable or proper, and
(viii) to execute on Borrower’s behalf and in Borrower’s name any documents required in order to give Lender a continuing first lien upon the Collateral or any part thereof. 

5.    Cancellation. In the event that the sale of the Series F Preferred Stock or any other transaction or
instrument, including without limitation warrants to purchase common stock of Lender, for which this Note is given as full or partial consideration, is cancelled or rescinded, this Note shall automatically be cancelled and deemed satisfied, and
(a) Borrower shall return all such instruments, including without limitation unexercised warrants, and all securities of Lender obtained pursuant to exercise of such instruments, including without limitation shares of common stock remaining in
its possession, and (b) Borrower shall immediately pay to Lender an amount equal to 90% of the volume weighted average trading price (as defined by Bloomberg Financing Markets) of any such common stock that is publicly traded, during the period
commencing on the date such shares of common stock were obtained by Borrower and ending on the date of cancellation of the Note, multiplied by the number of such shares of common stock not returned to Lender pursuant to the foregoing provisions.

  

 3 








 6.    Additional Terms. 

a.    No Waiver. The acceptance by Lender of payment of a portion of any installment when due or an entire
installment but after it is due shall neither cure nor excuse the default caused by the failure of Borrower timely to pay the whole of such installment and shall not constitute a waiver of Lender’s right to require full payment when due of any
future or succeeding installments. 
 b.    Default. Any one or more of the following shall
constitute a “default” under this Note: (i) a default in the payment when due of any amount hereunder, (ii) Borrower’s refusal to perform any material term, provision or covenant under this Note, (iii) the commencement
of any liquidation, receivership, bankruptcy, assignment for the benefit of creditors or other debtor-relief proceeding by or against Borrower, or subject to Section 4b, the Collateral becomes subject to any lien, claim, or encumbrance
of any third party or is transferred by Borrower, and (iv) the levying of any attachment, execution or other process against Borrower, or subject to Section 4b the Collateral or any material portion thereof. 

c.    Default Rights. 

i.    Upon the occurrence of any payment default Lender may, at its election, declare the entire balance of principal
and interest under this Note immediately due and payable. A delay by Lender in exercising any right of acceleration after a default shall not constitute a waiver of the default or the right of acceleration or any other right or remedy for such
default. The failure by Lender to exercise any right of acceleration as a result of a default shall not constitute a waiver of the right of acceleration or any other right or remedy with respect to any other default, whenever occurring. 

ii.    Further, upon the occurrence of any material non-monetary default, following 30 days notice from Lender to
Borrower specifying the default and demanded manner of cure for any non-monetary default, Lender shall thereupon and thereafter have any and all of the rights and remedies to which a secured party is entitled after a default under the applicable
Uniform Commercial Code, as then in effect. In addition to Lender’s other rights and remedies, Borrower agrees that, upon the occurrence of default, Lender may in its sole discretion do or cause to be done any one or more of the following:

 (a)    Proceed to realize upon the Collateral or any portion thereof as provided by law, and without
liability for any diminution in price which may have occurred, sell the Collateral or any part thereof, in such manner, whether at any public or private sale, and whether in one lot as an entirety, or in separate portions, and for such price and
other terms and conditions as is commercially reasonable given the nature of the Collateral. 
 (b)    If
notice to Borrower is required, give written notice to Borrower at least ten days before the date of sale of the Collateral or any portion thereof. 

(c)    Transfer all or any part of the Collateral into Lender’s name or in the name of its nominee or nominees.

  

 4 








 (d)    Vote all or any part of the Collateral (whether or not
transferred into the name of Lender ) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto, as though Lender were the outright owner thereof. 

iii.    Borrower acknowledges that all or part of foreclosure of the Collateral may be restricted by state or
federal securities laws, Lender may be unable to effect a public sale of all or part of the Collateral, that a public sale is or may be impractical and inappropriate and that, in the event of such restrictions, Lender thus may be compelled to resort
to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to its distribution or resale. Borrower agrees
that if reasonably necessary Lender may resort to one or more sales to a single purchaser or a restricted or limited group of purchasers. Lender shall not be obligated to make any sale or other disposition, unless the terms thereof shall be
satisfactory to it. 
 iv.    If, in the opinion of Lender based upon written advice of counsel, any
consent, approval or authorization of any federal, state or other governmental agency or authority should be necessary to effectuate any sale or other disposition of any Collateral, Borrower shall execute all such applications and other instruments
as may reasonably be required in connection with securing any such consent, approval or authorization, and will otherwise use its commercially reasonable best efforts to secure the same. 

v.    The rights, privileges, powers and remedies of Lender shall be cumulative, and no single or partial exercise
of any of them shall preclude the further or other exercise of any of them. Any waiver, permit, consent or approval of any kind by Lender of any default hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and
shall be effective only to the extent set forth in writing. Any proceeds of any disposition of the Collateral, or any part thereof, may be applied by Lender to the payment of expenses incurred by Lender in connection with the foregoing, and the
balance of such proceeds shall be applied by Lender toward the payment of the Secured Obligations. 

d.    No Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only
in a writing signed by Lender and Borrower. 
 e.    Attorney Fees. The prevailing party in any
action by Lender to collect any amounts due under this Note shall be entitled to recover its reasonable attorneys fees and costs. 

f.    Governing Law. This Note has been executed and delivered in, and is to be construed, enforced, and
governed according to the internal laws of, the State of New York without regard to its principles of conflict of laws. 

g.    Severability. Whenever possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law. However, if any provision of this Note shall be held to be prohibited by or invalid under applicable law, it shall be ineffective only to the extent of such prohibition or invalidity without invalidating
the remainder of that provision or the other provisions of this Note. 
  

 5 








 h.    Entire Agreement. This Note contains the entire
understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. 

 

			
	  

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 

 6