**Exhibit4.6**

 

**ADVANCED CELL TECHNOLOGY, INC.**

**WARRANT AGREEMENT**

 

ThisWarrant Agreement certifiesthat                                (the“Holder”), is the ownerof                  warrants(subject to adjustment as provided herein), each of which represent the rightto subscribe for and purchase from Advanced Cell Technology, Inc., aDelaware corporation (the “Company”), one share of the Company’s common stock,$.001 par value, (such common stock, including any stock into which it may bechanged, reclassified or converted, is herein referred to as the “CommonStock”) (“Warrants”) at the purchase price of $1.27 per share (subject toadjustment as provided herein) (the “Exercise Price”).

 

**THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE OFFERED FOR****INVESTMENT****ONLY AND HAVE NOT BEENREGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 FROMREGISTRATION AS AMENDED (“ACT”), AND HAVE BEEN OFFERED AND SOLD IN RELIANCEUPON THE EXEMPTION, SPECIFIED IN SECTION ****4(2) ****OF THE ACT AND RULE 506 OF REGULATION D PROMULGATED PURSUANTTHERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPTUPON DELIVERY TO THE COMPANY AND ITS TRANSFER AGENT OF AN OPINION OF COUNSEL SATISFACTORYTO THE COMPANY AND ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIREDFOR SUCH TRANSFER; OR THE SUBMISSION TO THE COMPANY OR ITS TRANSFER AGENT OFSUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY AND ITS TRANSFERAGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THEACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATEDPURSUANT THERETO.**

 

TheWarrants are subject to the following provisions, terms and conditions:

 

**1. EXERCISE OF WARRANTS**

 

**Exercise of Warrants.**The Warrants may be exercised by the Holder,in whole or in part (but not as to a fractional share of Common Stock), bysurrender of this Warrant Agreement at the principal office of the Companylocated at One Innovation Drive, Worcester, MA 01605 (or such other office oragency of the Company as may be designated by notice in writing to the Holderat the address of such Holder appearing on the books and records of theCompany), with the appropriate form attached hereto duly exercised, at any timewithin the period beginning on the date of this Warrant Agreement, which isspecified immediately above the signature lines of this Warrant Agreement(“Effective Date”) and ending on that date exactly twenty-four (24) months fromthe Effective Date (the “Exercise Period”) and by payment to the Company bycertified check or bank draft of the purchase price for such shares of theCommon Stock. The Company agrees that the shares of Common Stock so purchasedshall be deemed to be issued to the Holder as the record owner of such sharesof Common Stock as of the close of business on the date on which the WarrantAgreement shall have been surrendered and payment made for such shares ofCommon

 

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Stock. Certificatesrepresenting the shares of Common Stock 2 so purchased shall be delivered tothe Holder promptly and in no event later than thirty (30) days after theWarrants shall have been so exercised.

 

**2. ADJUSTMENTS AND NOTICES**

 

**A. Adjustments.**The Exercise Price and the number of shares of Common Stock issuable uponexercise of each Warrant shall be subject to adjustment from time to time, asfollows:

 

**(1) Stock Dividends; Stock Splits; Reverse Stock Splits; andReclassifications.** In theevent that the Company shall (a) pay a dividend with respect to its capitalstock in shares of Common Stock, (b) subdivide its issued and outstandingshares of Common Stock, (c) combine its issued and outstanding shares ofcommon stock into a smaller number of shares of any class of Common Stock or(d) issue any shares of its capital stock in a reclassification of theCommon Stock (including any such reclassification in connection with a merger,consolidation or other business combination in which the Company is thecontinuing corporation) (any one of which actions is herein referred to as an“Adjustment Event”), the number of shares of Common Stock purchasable uponexercise of each Warrant immediately prior to the record date for suchAdjustment Event shall be adjusted so that the Holder shall thereafter beentitled to receive the number of shares of Common Stock or other securities ofthe Company (such other securities thereafter enjoying the rights of shares ofCommon Stock pursuant to this Warrant Agreement) that such Holder would haveowned or have been entitled to receive after the happening of such AdjustmentEvent, had such Warrant been exercised immediately prior to the happening ofsuch Adjustment Event or any record date with respect thereto. An adjustmentmade pursuant to this Section 2A(1) shall become effective immediatelyafter the effective date of such Adjustment Event retroactive to the recorddate, if any, for such Adjustment Event.

 

**(2) Adjustment of Exercise Price.** Whenever the number of shares of CommonStock purchasable upon the exercise of each Warrant is adjusted pursuant toSection 2A(1) of this Warrant Agreement, the Exercise Price for eachshare of Common Stock payable upon exercise of each Warrant shall be adjustedby multiplying such Exercise Price immediately prior to such adjustment by afraction, the numerator of which shall be the number of shares of Common Stockpurchasable upon the exercise of each Warrant immediately prior to suchadjustment, and the denominator of which shall be the number of shares ofCommon Stock so purchasable immediately thereafter.

 

**(3) De Minimis Adjustments.** No adjustment in the number of shares of Common Stock purchasablepursuant to this Warrant Agreement shall be required, unless such adjustmentwould require an increase or decease of at least one percent (1%) in the numberof shares of Common Stock purchasable upon an exercise of each Warrant;provided, however, that any adjustments which by reason of thisSection 2A(3) are not required to be made shall be carried forwardand taken into account in any subsequent adjustment. All calculations shall bemade to the nearest full share.

 

**B. Notice of Adjustment.**Whenever the number of shares of Common Stockpurchasable upon the exercise of each Warrant or the Exercise Price isadjusted, as herein

 

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provided, the Company shallpromptly notify the Holder in writing (such writing referred to as an“Adjustment Notice”) of such adjustment or adjustments and shall deliver to theHolder a certificate of a firm of independent public accountants selected bythe Board of Directors of the Company (who may be the regular accountantsemployed by the Company) or of the Independent Financial Expert, if any, whichmakes a determination of Current Market Value with respect to any such adjustmentsetting forth the number of shares of Common Stock purchasable upon theexercise of each Warrant and the Exercise Price after such adjustment, settingforth a brief statement of the facts requiring such adjustment and settingforth the computation by which such adjustment was made.

 

**C. Amendment of Warrant Agreement.** This Warrant Agreement may not be changedbecause of any change in the Exercise Price or in the number of shares ofCommon Stock purchasable upon the exercise of a Warrant. The Company may at thetime in the Company’s sole discretion make any change in the form of a warrantagreement that the Company may deem appropriate and that does not affect thesubstance thereof and any warrant agreement thereafter issued, whether inexchange or substitution for any outstanding warrant agreement or otherwise,may be in the form so changed.

 

**D. Notice to Holder of Record Date, Dissolution, Liquidation or WindingUp.** The Company shallcause to be mailed (by first class mail, postage prepaid) to the Holder noticeof the record date for any dividend, distribution or payment, in cash or inkind (including, without limitation, evidence of indebtedness and assets), withrespect to shares of Common Stock at least twenty (20) calendar days before anysuch date. In the event that at any time after the date hereof, there shall bea voluntary or involuntary dissolution, liquidation or winding up of theCompany, then the Company shall cause to be mailed (by first class mail,postage prepaid) to the Holder at the Holder’s address as shown on the books ofthe Company, at the earliest practicable time (and, in any event, not less thantwenty (20) calendar days before any date set for definitive action), notice ofthe date on which such dissolution, liquidation or winding up shall take place,as the case may be. The notices referred to above shall also specify the dateas of which the holders of the shares of Common Stock of record or othersecurities underlying the Warrants shall be entitled to receive such dividend,money or the property deliverable upon such dissolution, liquidation or windingup, as the case may be (the “Entitlement Date”). In the case of a distributionof evidence of indebtedness or assets (other than in dissolution, liquidationor winding up), if the Holder elects to exercise the Warrants in accordancewith Section 1 of this Warrant Agreement and become a holder of the CommonStock on the Entitlement Date, the Holder shall thereafter receive the evidenceof indebtedness or assets distributed in respect of shares of Common Stock.

 

**E. Fractional Interest.** The Company shall not be required to issue fractional shares of CommonStock on the exercise of the Warrants. If more than one Warrant shall bepresented for exercise in full at the same time by the same holder, the numberof full shares of Common Stock which shall be issuable upon such exercise shallbe computed on the basis of the aggregate number of whole shares of CommonStock purchasable on exercise of the Warrants so presented. If any fraction ofa share of Common Stock would, except for the provisions of thisSection 2E be issuable on the exercise of the Warrants (or specifiedproportion thereof), the Company shall pay an amount in cash calculated by itto be equal to the then fair value of one share of Common Stock, as determinedby the Board of Directors

 

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of the Company in goodfaith, multiplied by such fraction computed to the nearest whole cent.

 

**3. RESERVATION AND AUTHORIZATION OF COMMON****STOCK** The Company covenants and agrees(a) that all shares of Common Stock which may be issued upon the exerciseof the Warrants will, upon issuance, be validly issued, fully paid andnonassessable and free of all insurance or transfer taxes, liens and chargeswith respect to the issue thereof; (b) that during the Exercise Period,the Company will at all times have authorized, and reserved for the purpose ofissue or transfer upon exercise of the Warrants, sufficient shares of CommonStock to provide for the exercise of the Warrants, and (c) that theCompany will take all such action as may be necessary to ensure that the shares of Common Stockissuable upon the exercise of the Warrants may be so issued without violationof any applicable law or regulation, or any requirements of any domesticsecurities exchange upon which any capital stock of the Company may be listed;provided, however, that nothing contained herein shall impose upon the Companyany obligation to register the Warrants or the Common Stock pursuant applicablesecurities laws. In the event that any securities of the Company, other thanthe Common Stock, are issuable upon exercise of the Warrants, the Company willtake or refrain from taking any action referred to in clauses (a) through(c) of this Section 3 as though such clauses applied, mutatismutandis, to such other securities then issuable upon the exercise theWarrants.

 

**4. NO VOTING RIGHTS**This Warrant Agreement shall not entitle the Holder to any votingrights or other rights as a stockholder of the Company.

 

**5. CALL OF WARRANTS BY THE COMPANY.**The Company shall have the right to force thepurchase, at the Exercise Price, of any or all Warrants on or after the date(the “Call Date”) on which: (i) the price (“price” shall be determined bytaking the average between the bid and ask prices over the preceding 5 dayperiod) of the Company’s common stock as reported on the Over the CounterBulletin Board, or other nationally recognized exchange, as the case may be,equals or exceeds $3.17 per share; and (ii) the average trading volume ofthe Company’s common stock on the Over the Counter Bulletin Board or othernationally recognized exchange, as the case may be, equals or exceeds 20,000shares per day over the previous 30 day period, (collectively, the “Conditionsto Call”). Should the Company determine that the Conditions to Call have beensatisfied, the Company shall provide the Holder with written notice of itsintent to call the warrants. The Holder shall have ten (10) days from thedate appearing on such notice to exercise the Warrants as specified herein andtender the Exercise Price to the Company. If the Holder fails to exercise thewarrants within the specified period, all Warrants issued in the name of Holdershall, without any other action by the Company, terminate.

 

**6. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK**The Holder agrees to be obligated by any andall provisions with respect to any and all limitations, including limitationsimposed by the Securities Act of 1933, as amended, regarding the Warrants andthe shares of Common Stock or other securities issuable upon exercise of theWarrants. The Holder acknowledges and agrees that he or she is aware that thereare substantial restrictions on the transferability of the Warrants and the sharesof Common Stock or other securities issuable upon exercise of the Warrants. Theundersigned also acknowledges and 5 agrees that he or she shall be responsiblefor compliance with all

 

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conditions on transferimposed by a Securities Administrator of any state, province or territory andfor any expenses incurred by the Company for legal and accounting services inconnection with reviewing such a proposed transfer and issuing opinions inconnection therewith.

 

**7. LOCK-UP PROVISION**In the event that the Board of Directors ofthe Company determines, in its sole and absolute discretion, that it is in thebest interests of the Company and its shareholders to cause Holder to execute alockup/leak-out agreement related to the common stock underlying the Warrants(whether such underlying common stock is registered or not), Holderspecifically agrees to execute such an agreement as presented by the Company.The terms and conditions of such lockup/leak-out agreement, if necessary, shallbe set by the Company, in its sole and absolute discretion, and will include,but not be limited to, at least a 12 month lockup/leak-out provision. In theevent that Holder refuses to execute the lockup/leak-out agreement (which maybe a condition precedent to the issuance o the stock underlying the Warrants),the Holder herewith specifically agrees that the Company may refuse to issuethe common stock issuable upon exercise of the Warrants.

 

**8. PIGGY-BACK REGISTRATION RIGHTS**Subject to the exceptions specified in thisSection 8, in the event that the Company decides to file a registrationstatement with the Securities and Exchange Commission (“Commission”) pursuantto the 1933 Act, the Company shall provide Holder with written notice of itsintent to file a registration statement. Holder will then have fifteen (15)days from the date appearing on the notice to request, in writing, that theCompany use its best efforts to include in that registration statement, forregistration, all or any portion of the common stock issuable upon exercise ofthese Warrants. If Holder does not provide the Company with written noticewithin fifteen (15) days, Holder loses Holder’s right to request registrationof the shares issuable upon the exercise of these Warrants. If proper notice isgiven, the Company agrees to use its best efforts to prepare and file with theCommission such amendments and supplements to the registration statement andthe prospectus used in connection with such registration statement necessary tocomply with the provisions of the 1933 Act and to cause such registrationstatement to become effective. The Company shall pay all expenses and feesincurred by Holder in registering all or any portion of the shares issuableupon exercise of these Warrants. The exceptions to the piggy-back registrationrights granted herein (i.e., Holder will not have the right to request that theCompany register the common stock underlying the Warrants) are as follows:(i) the registration statement filed by the Company is related or acondition to a secondary offering conducted by the Company; or (ii) theregistration statement filed by the Company seeks to register stock whoseaggregate value (exclusive of the common stock issuable upon exercise of theWarrants) is less than Ten Million Dollars ($10,000,000).

 

**9. MERGERS, CONSOLIDATIONS, ETC.**A. Except as may otherwise be provided, ifthe Company shall merge or consolidate with another corporation, the Holdershall thereafter have the right, upon exercise of the rights specified in thisWarrant Agreement and payment of the Exercise Price, to receive solely the kindand amount of shares of stock (including, if applicable, Common Stock), othersecurities, property or cash or any combination thereof receivable by a holderof the number of shares of Common Stock for which this Warrant Agreement mighthave been exercised immediately prior 6 to such merger or consolidation(assuming, if applicable, that the holder of such Common Stock failed toexercise its rights of election, if any, as to the kind or amount of shares ofstock,

 

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other securities, propertyor cash or combination thereof receivable upon such merger or consolidation).B. In case of any reclassification or change of the shares of Common Stockissuable upon exercise of (other than elimination or par value, a change in parvalue, or from par value to no par value, or as the result of a subdivision orcombination of shares (which is provided for elsewhere herein), but includingany reclassification of the shares of Common stock into two (2) or moreclasses or series of shares) or in case of any merger or consolidation ofanother corporation into the Company in which the Company is the survivingcorporation and in which there is a reclassification or change of the shares ofCommon Stock (other than a change in par value, or from par value to no parvalue, or as a result of a subdivision or combination (which is provided forelsewhere herein), but including any reclassification of the shares of CommonStock, the Holder shall thereafter have the right, upon exercise hereof andpayment of the Exercise Price, to receive solely the kind and amount of sharesof stock (including, if applicable, Common Stock), other securities, propertyor cash or any combination thereof receivable upon such reclassification,change, merger or consolidation by a holder of the number of shares of CommonStock for which the rights specified in this Warrant Agreement might have beenexercised immediately prior to such reclassification, change, merger orconsolidation (assuming, if applicable, that the holder of such Common Stockfailed to exercise its rights of election, if any, as to the kind or amount ofshares of stock, other securities, property or cash or combination thereofreceivable upon such reclassification, change, merger or consolidation).

 

**10. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS**The rights and obligations of the Company, ofthe Holder, and of the holders of shares of Common Stock or other securitiesissued upon exercise of the Warrants, specified in this Warrant Agreement shallsurvive the exercise of the Warrants.

 

Dated:                     ,2005

 
|   | COMPANY                            |
|--------|------------------------------------|
|   |                               |
|   | ADVANCED CELL TECHNOLOGY,  INC., a |
|   | Delaware corporation               |
|   |                               |   |
|   | By:                                |   |   |
|   | Michael D. West                    |   |   |
|   | Its President                      |   |
|   |                               |   |
|   | HOLDER                             |   |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |   |
|   | (Signature of Holder)              |
|        |                                    |  |  |  |

 

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