**Exhibit4.8**

 

**SUBSCRIPTIONAGREEMENT**

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**AdvancedCell Technology, Inc.a Delaware corporationOne Innovation DriveWorcester, MA 01605Telephone (508) 756-1212**

 

The undersigned has received and read the Confidential PrivatePlacement Memorandum dated November 10, 2004 (“Memorandum”), pursuant towhich Advanced Cell Technology, Inc., a Delaware corporation (“Company”),is offering for sale to the undersigned Units (“Offered Units”) at the price of$1.70 per Offered Unit, each Unit consisting of (i) two (2) shares ofour $.001 par value Series A Convertible Preferred Stock and (ii) one(1) warrant to purchase a share of our Common Stock at $1.27 per share. Eachshare of Series A Convertible Preferred Stock is convertible in one (1) shareof our $.001 par value common stock. Each share of Series A ConvertiblePreferred Stock carries a coupon of 6% cumulative dividend payable in cash orin-kind at our discretion.  Each callablewarrant is exercisable on a for-cash basis with a two-year expiration date andmay be subject to certain lockup/leak-out provisions.  The rights, privileges and restrictions onour Series A Convertible Preferred Stock will be described in our RestatedCertificate of Incorporation, to be filed upon the close of this Offering.  There is a minimum investment of $50,000;therefore, the minimum number of Offered Units which each purchaser mustpurchase is 29,412 Units.  The Companywill place the proceeds of this Offering into an escrow account until such timeas it has raised a minimum offering amount of $1,000,000.  Therefore, the minimum number of OfferedUnits which must be sold prior to the Company’s utilization of the proceedsfrom the sale of the Offered Units is $588,235. Once the Company receives the minimum offering amount of $1,000,000, fundsraised will be released to the Company from the escrow account, and anyadditional funds received from a purchaser subsequent to that point willimmediately be available to the Company. The terms used and not defined in this Subscription Agreement have themeanings specified for such terms in the Memorandum.  The Units are being offered solely toAccredited Investors as that term is defined in the Memorandum.

 

**1. Subscription.**   On the terms andsubject to the conditions of this Subscription Agreement and the Memorandum,the undersigned hereby subscribes for the number of Offered Units of theCompany, specified below.  Theundersigned hereby agrees that this subscription shall be irrevocable and shallsurvive the death or disability of the undersigned.  Payment of the purchase price for the OfferedUnits is due upon subscription.

 

**2. Acceptance of Subscription.**   Theundersigned acknowledges that (i) the Company has the right to accept orreject this subscription in whole or in part, and (ii) this subscriptionshall be deemed to be accepted by the Company only when this SubscriptionAgreement is signed by the Company.  Theundersigned agrees that subscriptions need not be accepted by the Company inthe order in which subscriptions are received.

 

**3.  Representations,Warranties, and Covenants of the Undersigned.**  The undersigned hereby represents andwarrants to and covenants with the Company, the Company’s officers, directors,employees, attorneys, agents and any person who has solicited this subscriptionas follows:

 

(a)           Theundersigned has adequate means of providing for his or her current needs andpossible personal contingencies, and he or she has no need in the foreseeablefuture to sell the Offered Units or shares of the Company’s common stock underlyingsuch Units.  The undersigned is able toaccommodate the economic risks of the undersigned’s purchase of Offered Units,and the undersigned has a sufficient net worth to sustain a loss of his or herinvestment in the Company, or a portion thereof, in the event such loss shouldoccur.

 

(b)           Theundersigned has such knowledge and experience in financial and business mannersthat he or she is capable of evaluating the merits and risks of an investmentin the Company.

 

(c)           Theundersigned confirms that all documents, records and books, pertaining to hisor her proposed investment in the Company have been made available to theundersigned.

 

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(d)           The undersigned has had an opportunity to askquestions of and receive satisfactory answers from the Company, or any personor persons acting on the Company’s behalf, concerning the terms and conditions of hisor her proposed investment in the Company, and all such questions have beenanswered to the complete satisfaction of the undersigned.

 

(e)           The Offered Units and the shares of this Company’s common stockunderlying such Units will be acquired by the undersigned for his or her ownaccount for investment in a manner which would not require registration orqualification pursuant to the provisions of the Securities Act of 1933, asamended (“Act”), or any state Blue Sky law.

 

(f)            The undersignedunderstands that the offer and sale of the Offered Units and the shares of theCompany’s common stock underlying such Units in the individual states intransactions which satisfy the requirements of Rule 506 of Regulation Dpromulgated pursuant to Section 4(2) of the Securities Act of 1933are not required to be registered or qualified in the individual states becauseof adoption of the National Securities Markets Improvement Act of 1995 (“NSMIA”).  NSMIA preempts state registration and similarqualification provisions for transactions exempt pursuant to that Rule 506.

 

(g)           Theundersigned represents that it has been called to his or her attention by thoseprovisions of the Memorandum and by those persons with whom the undersigned hasdealt in connection with his or her proposed investment in the Company that theCompany has significant debt, and the undersigned’s proposed investment in theCompany involves significant risks which may result in the loss of thatinvestment, or a portion thereof.

 

(h)           Theundersigned has received no representations or warranties in making his or herinvestment decision.

 

(i)            Theundersigned acknowledges and agrees that the Company has made available to theundersigned or his or her personal advisors the opportunity to obtainappropriate information to evaluate the merits and risks of an investment inthe Company.

 

(j)            Theundersigned understands that neither the Securities and Exchange Commission norany Securities Administrator or similar person of any state or province hasmade any finding or determination relating to the fairness of any purchase ofthe Offered Units or the shares of the Company’s common stock underlying suchUnits and that neither the Securities and Exchange Commission nor anySecurities Administrator or similar person of any state or province has or willrecommend or endorse a purchase of the Offered Units.

 

(k)           Theundersigned is now a bona fide citizen of the United States of America and abona fide resident of the state set forth below and the address and SocialSecurity number or federal tax identification number set forth below are his orher true and correct residence and Social Security number or federal taxidentification number.  The undersignedhas no current intention of becoming a resident of any other state orjurisdiction.  If the undersigned is acorporation, partnership, trust or other form of business organization, theundersigned represents and warrants that the undersigned was formed pursuant tothe laws of                  and the undersigned’s principal place of business is within such state, andthat the undersigned was not organized for the purpose of acquiring OfferedUnits.

 

(l)            Theundersigned hereby represents and warrants that the undersigned’s totalpurchase of Offered Units shall not exceed 10% of the undersigned’s net worth.

 

(m)          Byinitialing where indicated and appropriate below, the undersigned herebyrepresents and warrants that the undersigned is an “Accredited Investor”, asdefined by the provisions of Rule 501 of Regulation D promulgated pursuantto the Act, and falls within one of the following categories:

 
|     |   | (1)    |   | The undersigned is a director or executive  officer of the Company, or any director, executive officer, or general  partner of a general partner of the Company; or |
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|     |   | (2)    |   | The undersigned is a natural person whose  individual net worth, or joint net worth with the undersigned’s spouse, at  the time of his or her purchase exceeds $1,000,000.00; or                                                                                                                                        |
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|     |   | (3)    |   | The undersigned is a natural person who had  an individual income in excess of $200.000.00 in each of the 2 most recent  years of joint income with the undersigned’s spouse in excess of $300.000.00  in each of those years and has a reasonable expectation of having the same  income level in the current year; or |
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|     |   | (4)    |   | The undersigned is a trust, with total  assets in excess of $5,000,000.00. not formed for the specific purpose of  acquiring the securities offered, whose purchase is directed by a  sophisticated person as described in Regulation  230.506(b) (2) (ii) promulgated pursuant to the Act; or                |
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|     |   | (5)    |   | The undersigned is an entity in which all  of the equity owners are Accredited Investors.                                                                                                                                                                                                                                    |
| initials |   |   |   |                                                                                                                                                                                                                                                                                                                         |

 

 

**4. Indemnification.**   Theundersigned acknowledges that he or she understands the meaning and legalconsequences of the representations, warranties, and covenants specified inParagraph 3 of this Subscription Agreement and that the Company has relied onsuch representations, warranties and covenants, and the undersigned herebyagrees to indemnify and hold harmless the Company, and its officers, directors,controlling persons, agents, attorneys, accountants, and employees, from any andall loss, damage or liability due to, or occurring because of, a breach of anysuch representation, warranty, or covenant.

 

**5. Subsequent Registration of Offered Units.**    Theundersigned has no right to require that the Offered Units or the shares of theCompany’s common stock underlying such Units be registered pursuant to theprovisions of the Act, or otherwise.  Theundersigned further acknowledges and agrees that the Company has no obligationto assist the undersigned in obtaining any exemption from any registrationrequirements imposed by applicable law. The undersigned also acknowledges and agrees that he or she shall beresponsible for compliance with all conditions on transfer imposed by aSecurities Administrator or similar person of any state, province or territory.

 

**6. Limitation on Transfer of Offered Units.**     Theundersigned acknowledges and agrees that he or she is aware that there aresubstantial restrictions on the transferability of the Offered Units, includingthe shares of the Company’s common stock underlying such Units.  Because the Offered Units and the shares ofthe Company’s common stock underlying such Units will not be registeredpursuant to the provisions of the Act and approved by the Company, the undersignedagrees not to sell, transfer, assign, pledge, hypothecate or otherwise disposeof any Offered Units or the shares of the Company’s common stock underlyingsuch Units unless such sale is exempt from such registration pursuant to theprovisions of the Act or unless the Offered Units and the shares of the Company’scommon stock underlying such Units are registered pursuant to the Act.  The undersigned further acknowledges andagrees that the Company has no obligation to assist the undersigned in obtainingany exemption from any registration requirements imposed by applicablelaw.  The undersigned also acknowledgesand agrees that he or she shall be responsible for compliance with allconditions on transfer imposed by a Securities Administrator of any state,province or territory and for any expenses incurred by the Company for legaland accounting services in connection with reviewing such a proposed transferand issuing opinions in connection therewith.

 

**7. Compliance with Act.**   Theundersigned understands and agrees that the following restrictions and limitationsare applicable to his or her purchase and any sale, transfer, assignment,pledge, hypothecation or other disposition of Offered Units and any of theunderlying shares pursuant to Section 4(2) of the Act and Rule 506of Regulation D promulgated pursuant thereto:

 

(a)           Theundersigned agrees that the Offered Units and the shares of the Company’scommon stock underlying such Units shall not be sold, pledged, hypothecated orotherwise disposed of unless the Offered Units and the shares of the Company’scommon stock underlying such Units are registered pursuant to the Act andapplicable state or other applicable securities laws or are exempt therefrom.

 

(b)           Alegend in substantially the following form has been or will be placed on anycertificate(s) or other documents evidencing the Offered Units and the sharesof the Company’s common stock underlying such Units:

 

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THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEENACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THEPROVISIONS OF THE SECURITIES ACT OF 1933 AS AMENDED (“ACT”),  AND HAVE BEEN OFFERED AND SOLD IN RELIANCEUPON THE EXEMPTIONS SPECIFIED IN SECTION 4(2) OF THE ACT AND RULE 506OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF.  EXCEPT UPON DELIVERY TO THE COMPANY AND ITSTRANSFER AGENT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITSTRANSFER AGENT THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THESUBMISSION TO THE COMPANY AND ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BESATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFERSHALL NOT BE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANYRULE OR REGULATION PROMULGATED PURSUANT THERETO.

 

(c)           Stoptransfer instructions to the transfer agent of the Company have been or will beplaced with respect to the Offered Units and the shares of the Company’s commonstock underlying such Units so as to restrict the sale, transfer, pledge,hypothecation or other disposition thereof, subject to the further termshereof, including the provisions of the legend set forth in subparagraph (b) above.

 

(d)           Thelegend and stop transfer instructions described in subparagraphs (b) and (c) abovewill be placed on any newcertificate(s) or other documents for transfer.

 

**8. Financial Information.**   Theundersigned has previously been furnished an Offeree Questionnaire which hasbeen completed and executed by the undersigned and the information containedtherein remains true and correct in material aspects.

 

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