**Exhibit 4.3**

 

**ADVANCEDCELL TECHNOLOGY, INC.WARRANT AGREEMENT**

 

This Warrant Agreement,dated as of December 13, 2004 (the “Effective Date”), 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 $0.25 per share (subject toadjustment as provided herein) (the “Exercise Price”), which have been issuedby the Company as compensation for consulting services provided by the Holderto the Company.

 

**THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE OFFERED FORINVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF THESECURITIES ACT OF 1933 FROM REGISTRATION AS AMENDED (“ACT”), AND HAVE BEENOFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION, SPECIFIED IN SECTION ****4(2) ****OF THE ACT AND RULE 506 OFREGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCHSECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATEDOR OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY AND ITS TRANSFER****AGENT****OF****AN****OPINION OF COUNSELSATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT THAT SUCH REGISTRATION ISNOT REQUIRED FOR SUCH TRANSFER; OR THE SUBMISSION TO THE COMPANY OR ITSTRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THECOMPANY AND ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOTBE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE ORREGULATION PROMULGATED PURSUANT 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 Effective Date and ending on that date exactlytwenty-four (24) months from the Effective Date (the “Exercise Period”) and bypayment to the Company by (1) certified check or bank draft of thepurchase price for such shares of the Common Stock or (2) an election toexercise the Warrants on a cashless basis. The Company agrees that the sharesof Common Stock so purchased shall be deemed to be issued to the Holder as therecord owner of such shares of Common Stock as of the close of business on thedate on which the Warrant Agreement shall have been surrendered and paymentmade for

 

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such shares of Common Stock.Certificates representing the shares of Common Stock 2 so purchased shall bedelivered to the Holder promptly and in no event later than thirty (30) daysafter the Warrants 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 itscapital stock in shares of Common Stock, (b) subdivide its issued andoutstanding shares of Common Stock, (c) combine its issued and outstandingshares of common stock into a smaller number of shares of any class of CommonStock or (d) issue any shares of its capital stock in a reclassificationof the Common Stock (including any such reclassification in connection with amerger, 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 effectiveimmediately after the effective date of such Adjustment Event retroactive tothe record date, 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 number of shares of Common Stockpurchasable upon an exercise of each Warrant; provided, however, that anyadjustments which by reason of this Section 2A(3) are not required tobe made shall be carried forward and taken into account in any subsequentadjustment. All calculations shall be made to the nearest full share.

 

**B. Notice of Adjustment.** Whenever the number of shares of Common Stock purchasable upon theexercise of each Warrant or the Exercise Price is adjusted, as herein

 

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provided,the Company shall promptly notify the Holder in writing (such writing referredto as an “Adjustment Notice”) of such adjustment or adjustments and shalldeliver to the Holder a certificate of a firm of independent public accountantsselected by the Board of Directors of the Company (who may be the regularaccountants employed by the Company) or of the Independent Financial Expert, ifany, which makes a determination of Current Market Value with respect to anysuch adjustment setting forth the number of shares of Common Stock purchasableupon the exercise of each Warrant and the Exercise Price after such adjustment,setting forth a brief statement of the facts requiring such adjustment andsetting forth 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, Liquidationor Winding Up.**TheCompany shall cause to be mailed (by first class mail, postage prepaid) to theHolder notice of the record date for any dividend, distribution or payment, incash or in kind (including, without limitation, evidence of indebtedness andassets), with respect to shares of Common Stock at least twenty (20) calendardays before any such date. In the event that at any time after the date hereof,there shall be a voluntary or involuntary dissolution, liquidation or windingup of the Company, then the Company shall cause to be mailed (by first classmail, postage prepaid) to the Holder at the Holder’s address as shown on thebooks of the Company, at the earliest practicable time (and, in any event, notless than twenty (20) calendar days before any date set for definitive action),notice of the date on which such dissolution, liquidation or winding up shalltake place, as the case may be. The notices referred to above shall alsospecify the date as of which the holders of the shares of Common Stock ofrecord or other securities underlying the Warrants shall be entitled to receivesuch dividend, money or the property deliverable upon such dissolution,liquidation or winding up, as the case may be (the “Entitlement Date”). In thecase of a distribution of evidence of indebtedness or assets (other than indissolution, liquidation or winding up), if the Holder elects to exercise theWarrants in accordance with Section 1 of this Warrant Agreement and becomea holder of the Common Stock on the Entitlement Date, the Holder shallthereafter receive the evidence of indebtedness or assets distributed inrespect of shares of Common Stock.

 

**E. Fractional Interest.**The Company shall not be required to issuefractional shares of Common Stock on the exercise of the Warrants. If more thanone Warrant shall be presented for exercise in full at the same time by thesame holder, the number of full shares of Common Stock which shall be issuableupon such exercise shall be computed on the basis of the aggregate number ofwhole shares of Common Stock purchasable on exercise of the Warrants sopresented. If any fraction of a share of Common Stock would, except for theprovisions of this Section 2E be issuable on the exercise of the Warrants(or specified proportion thereof), the Company shall pay an amount in cashcalculated by it to be equal to the then fair value of one share of CommonStock, as determined by 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 sharesof Common Stock issuable upon the exercise of the Warrants may be so issuedwithout violation of any applicable law or regulation, or any requirements ofany domestic securities exchange upon which any capital stock of the Companymay be listed; provided, however, that nothing contained herein shall imposeupon the Company any obligation to register the Warrants or the Common Stockpursuant applicable securities laws. In the event that any securities of theCompany, other than the Common Stock, are issuable upon exercise of the Warrants,the Company will take or refrain from taking any action referred to in clauses(a) through (c) of this Section 3 as though such clausesapplied, mutatis mutandis, to such other securities then issuable upon theexercise the Warrants.

 

**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. 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 theshares of Common Stock or other securities issuable upon exercise of theWarrants. The undersigned also acknowledges and 5 agrees that he or she shall beresponsible for compliance with all conditions on transfer imposed by aSecurities Administrator of any state, province or territory and for anyexpenses incurred by the Company for legal and accounting services inconnection with reviewing such a proposed transfer and issuing opinions inconnection therewith.

 

**6. 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.

 

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**7. PIGGY-BACK REGISTRATION RIGHTS**Subject to the exceptions specified in thisSection 7, 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).

 

**8. 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, other securities, property or cash or combination thereof receivableupon such merger or consolidation). B. In case of any reclassification orchange of the shares of Common Stock issuable upon exercise of (other thanelimination or par value, a change in par value, or from par value to no parvalue, or as the result of a subdivision or combination of shares (which isprovided for elsewhere herein), but including any reclassification of theshares of Common stock into two (2) or more classes or series of shares)or in case of any merger or consolidation of another corporation into theCompany in which the Company is the surviving corporation and in which there isa reclassification or change of the shares of Common Stock (other than a changein par value, or from par value to no par value, or as a result of asubdivision or combination (which is provided for elsewhere herein), butincluding any reclassification of the shares of Common Stock, the Holder shallthereafter have the right, upon exercise hereof and payment of the ExercisePrice, to receive solely the kind and amount of shares of stock (including, ifapplicable, Common Stock), other securities, property or cash or anycombination thereof receivable upon such reclassification, change, merger orconsolidation by a holder of the number of shares of Common Stock for which therights specified in this Warrant Agreement might have been exercisedimmediately prior to

 

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such reclassification,change, merger or consolidation (assuming, if applicable, that the holder ofsuch Common Stock failed to exercise its rights of election, if any, as to thekind or amount of shares of stock, other securities, property or cash orcombination thereof receivable upon such reclassification, change, merger orconsolidation).

 

**9. 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.

 

 

ADVANCED CELL TECHNOLOGY,INC.,

a Delaware corporation

 
| By:             |   |   |
|-----------------|--------|--------|
| Michael D. West |
| Its President   |

 

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