**Exhibit10.7**

 

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

 

**ADVANCEDCELL TECHNOLOGY, INC.**

**BRIDGENOTE**

 
| Up to $70,000.00 |   | Los Angeles,  California |
|------------------|--------|--------------------------|
|             |   | March 17th,  2008   |

 

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

 

***SEVENTYThousand Dollars ($70,000)***

 

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

 

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

 

3.                                       ***Permitted Uses***.  The proceeds of the Loan may be used only forpayment of Permitted Expenses, as defined herein. As used herein, the termPermitted Expenses means reasonable and customary operating expenses andcapital expenditures related to the ongoing operation of the Maker.

 

4.                                       ***Interest***. (a) The principalsum outstanding from time to time under this Note shall bear interest at a rateequal to NINE percent (9%) per annum.

 

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

 

6.                                       **SECURITY:** With the funding of thisNote and until full repayment is made, this note will rank pari pasu with the2005, 2006 and 2007 Debentures which are the most senior obligations of thecompany.

 

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

 

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

 

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

 

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

 

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

 

9.                                       ***Negative Covenants***. The Makeragrees that, as long as any obligations under this Note remain unpaid, it shallnot, directly or indirectly without the prior written consent of Noteholder:

 

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(a)                                  liquidateor dissolve or enter into any sale, consolidation, merger, partnership, jointventure, syndicate or other combination, unless the Maker is the survivingentity;

 

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

 

(c)                                  engagein any business activities substantially different from the Maker’s business asdescribed in its current business plan delivered to Noteholdercontemporaneously herewith.

 

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

 

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

 

(b)                                 Anyrepresentation or warranty made by the Maker in this Note shall be materiallyinaccurate or incomplete; provided, that any such inaccurate or incompleterepresentation or warranty shall not constitute an Event of Default if it iscorrected within five (5) days after any officer or employee of the Makerobtains knowledge of such inaccuracy or incompleteness, and the corrected orrevised representation or warranty made by the Maker is acceptable to theNoteholder; or

 

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

 

THEN, automatically uponthe occurrence of an Event of Default at the option of the Noteholder, in eachcase without notice to or demand upon the Maker or any other party, the entireprincipal balance hereof together with all accrued and unpaid interest thereonshall become immediately due and payable.

 

11.                                 ***Costs and Expenses***.  If any default occurs in any payment dueunder this Note, the Maker and all guarantors and endorsers hereof, and theirsuccessors and assigns, promise to pay all costs and expenses, includingattorneys’ fees, incurred by the Noteholder hereof in collecting or attemptingto collect the indebtedness under this Note, whether or not any action orproceeding is commenced, and hereby waive the right to plead any and allstatutes of limitation as a defense to a demand hereunder to the full extentpermitted by law.

 

12.                                 ***Acceptance of Past Due Payments and Indulgences NotWaivers***.  None of theprovisions hereof and none of the Noteholder’s rights or remedies hereunder onaccount of any past or future defaults shall be deemed to have been waived by theNoteholder’s acceptance of any past due installments or by any indulgencegranted by the Noteholder to the Maker.

 

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

 

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demand, protest andnotice thereof or of dishonor, and agree that they shall remain liable for allamounts due hereunder notwithstanding any extension of time or change in theterms of payment of this Note granted by the Noteholder, any change, alterationor release of any property now or hereafter securing the payment hereof or anydelay or failure by the Noteholder to exercise any rights under this Note. Allpayments required by this Note shall be made without setoff or counterclaim.

 

14.                                 ***Assignment***. The Maker may notassign its rights or obligations under this Note without the prior writtenconsent of the Noteholder and any such purported assignment by the Makerwithout obtaining the prior written consent of the Noteholder shall be void abinitio. This Note shall inure to the heirs, legal representatives, successorsand assigns of the Noteholder.

 

15.                                 ***Notices***.  All notices given by the Maker or theNoteholder hereunder to the other shall be in writing, delivered by facsimiletransmission (confirmed in writing) or delivered personally or by depositingthe same in the United States mail, registered, with postage prepaid, addressedas follows:

 
| Noteholder: |   | Shapiro Family Trust  Dated September 25, 1989 |
|-------------|--------|-----------------------------------------------------|
|        |   | 17567 Camino de y Yatasto                           |
|        |   | Pacific Palisades,  California 90272                |
|        |   |                                                |
| Maker:      |   | Advanced Cell  Technology, Inc.                |
|        |   | 11100 Santa Monica  Boulevard, Suite 850       |
|        |   | Los Angeles, CA 90025                               |

 

Either the Noteholder orthe Maker may change the address to which notices are to be sent by notice ofsuch change to the other given as provided herein. Such notices shall beeffective on the date received or, if mailed, on the third business dayfollowing the date mailed.

 

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

 

17.                                 ***Waiver of Jury Trial***.  THE MAKER HEREBY WAIVES ANY RIGHT TO HAVE AJURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORTOR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THISNOTE. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIALWITHOUT A JURY.

 

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IN WITNESS WHEREOF, theMaker has caused this Convertible Note to be duly executed the day and yearfirst above written.

 
|   | ADVANCED CELL  TECHNOLOGY,     |
|--------|--------------------------------|
|   | INC., a Delaware  corporation  |
|   |                           |
|   |                           |   |
|   | By:                            | /s/ William M.  Caldwell, IV |
|   | Name: William M.  Caldwell, IV |
|   | Title: Chairman and CEO        |

 

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