Unassociated Document


    

      EXHIBIT
10.1

      


      CONSENT,
AMENDMENT AND EXCHANGE AGREEMENT

      


      THIS CONSENT, AMENDMENT AND EXCHANGE
AGREEMENT (this “Agreement”), dated as
of July 29, 2009 is entered into by and between Advanced Cell Technologies,
Inc., a Delaware corporation (the “Company”) and each of
the holders identified on the signature pages hereof (the “Holders”). Capitalized terms used herein, but
not otherwise defined, shall have the meanings ascribed to such terms in the
Purchase Agreements (each as defined below).

      


      WHEREAS, the Company and
certain Holders are parties to that certain Securities Purchase Agreement dated
September 15, 2005, as amended (the “September 2005 Purchase
Agreement”) pursuant to which the Company issued to the Holders, among
other securities, convertible debentures (the “September 2005
Debentures”) and common stock purchase warrants (the “September 2005
Warrants”);

      


      WHEREAS, the Company and
certain Holders are parties to that certain Securities Purchase Agreement dated
August 30, 2006, as amended (the “August 2006 Purchase
Agreement”) pursuant to which the Company issued to the Holders, among
other securities, Amortizing Convertible Debentures due August 30, 2009 (the
“August 2006
Debentures”) and common stock purchase warrants (the “August 2006
Warrants”);

      


      WHEREAS, the Company and
certain Holders are parties to that certain Securities Purchase Agreement dated
August 31, 2007, as amended (the “August 2007 Purchase
Agreement”) pursuant to which the Company issued to the Holders, among
other securities, Amortizing Senior Secured Convertible Debentures due August
31, 2010 (the “August
2007 Debentures”) and common stock purchase warrants (the “August 2007
Warrants”);

      


      WHEREAS, the Company and
certain Holders are parties to that certain Securities Purchase Agreement dated
March 31, 2008, as amended (the “March 2008 Purchase
Agreement” and collectively with the September 2005 Purchase Agreement,
August 2006 Purchase Agreement and August 2007 Purchase Agreement, the “Purchase
Agreements”)  pursuant to which the Company issued to the
Holders, among other securities, Original Issue Discount Senior Secured
Convertible Debentures due March 31, 2009 (the “March 2008
Debentures” and together with the September 2005 Debentures, August 2006
Debentures and August 2007 Debentures, the “Debentures”) and
common stock purchase warrants (the “March 2008 Warrants”
and together with the September 2005 Warrants, August 2006 Warrants and August
2007 Warrants, the “Warrants”);

      


      WHEREAS, the Holders
acknowledge that the Company does not presently have sufficient authorized but
unissued shares of Common Stock to permit the conversion of the Debentures or
exercise of the Warrants;


      
        
           


        

        
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      WHEREAS, the Company has
requested that the Holders agree to certain consents and amendments, and the
Holders have agreed to such request, subject to the terms and conditions of this
Agreement.

      


      NOW,
THEREFORE, in consideration
of the terms and conditions contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

      


      1.           Waivers of Certain Events of
Default. Each Holder hereby agrees to waive each Event of Default
resulting solely from (a) any adjustment to the Conversion Price of the
Debentures and the Exercise Price of the Warrants that would result from the
reduction of the conversion price of certain securities of the Company pursuant
to the Stipulation of Settlement dated March 11, 2009 and attached hereto as
Exhibit A and
(b) any failure by the Company to reserve such number of authorized but unissued
shares of Common Stock equal to the Required Minimum as required pursuant to
Section 4.11 of the Purchase Agreements.

       

      2.           Amended and Restated
Debentures.

       

      (a)           Adjusted Principal
Amount. The Company hereby agrees to issue to each Holder in exchange for
such Holder’s Debentures, an amended and restated debenture (the “Amended and Restated
Debentures”) with a principal amount equal to the Principal Amount of
such Holder’s current Debenture multiplied by 1.35 minus any interest paid
thereon through the date hereof.  The individual principal amounts of
the Amended and Restated Debentures are as set forth on Schedule A attached
hereto.  Other than as amended hereunder, the rights and obligations
of the Holders and the Company with respect to the Amended and Restated
Debentures shall be identical in all respects to the rights and obligations of
the Holders and the Company with respect to the Debentures and the Underlying
Shares issued and issuable pursuant to each Purchase Agreement, subject to the
understanding that the Company shall have the right to effect the Amendment (as
defined in Section 7 hereunder) only to the extent that it presently has not
reserved sufficient authorized Common Stock underlying the Amended and Restated
Debentures due to the adjustment in the conversion price for the Amended and
Restated Debentures to $0.10 per share (as further set forth
below).  For clarity, each Purchase Agreement and all Transaction
Documents thereunder are hereby amended so that the term “Debentures” includes
the Amended and Restated Debentures and the term “Underlying Shares”
includes the shares of Common Stock issuable upon conversion and redemption
thereof, and the term “Transaction
Documents” shall be amended to include this Agreement.

      


      (b)           Adjustment to Conversion
Price. The Conversion Price of the Debentures is hereby adjusted to equal
$0.10 per share, subject to further adjustment therein. All references to the
Conversion Price in the Amended and Restated Debentures shall be amended to
reflect such adjusted Conversion Price.

      


      (c)           Extension of Maturity
Date. The Maturity Date of each of the Debentures shall be extended until
December 31, 2010. All references to the Maturity Date in the Amended and
Restated Debentures shall be amended to reflect such new Maturity
Date.


      
        
           


        

        
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      (d)           Interest. Interest
shall be payable on the outstanding Debentures at the rate of 12% per annum,
which interest shall accrete to the outstanding Principal Amount of the
Debentures. As such, Section 2 of each of the Amended and Restated Debentures
shall be restated as follows:

       

       “Section
2.         
Interest.

      


      a)           Payment of Interest.
The Company shall pay interest to the Holder on the aggregate unconverted and
then outstanding principal amount of this Debenture at the rate of 12% per
annum, which shall accrete to, and increase, the outstanding Principal Amount
due hereunder and payable on the Maturity Date.

      


      b)           Interest
Calculations. Interest shall be calculated on the basis of a 360-day
year, consisting of twelve 30 calendar day periods, and shall accrue daily
commencing on the date of the Amendment Agreement until payment in full of the
outstanding principal, together with all accrued and unpaid interest, liquidated
damages and other amounts which may become due hereunder, has been
made.  Interest shall cease to accrue with respect to any principal
amount converted, provided that, the Company actually delivers the Conversion
Shares within the time period required by Section 4(c)(ii)
herein.  Interest hereunder will be paid to the Person in whose name
this Debenture is registered on the records of the Company regarding
registration and transfers of this Debenture (the “Debenture
Register”).

      


      c)           Late
Fee.  All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at an interest rate equal to the lesser of 18%
per annum or the maximum rate permitted by applicable law (the “Late Fees”) which
shall accrue daily from the date such interest is due hereunder through and
including the date of actual payment in full.

      


      d)           Prepayment.  Except
as otherwise set forth in this Debenture, the Company may not prepay any portion
of the principal amount of this Debenture without the prior written consent of
the Holder.


      
        
           


        

        
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      e)           Make-Whole Interest Payable
in Cash or Kind. On each Conversion Date and each redemption date
(including but not limited to each Monthly Redemption Date), the Company shall
pay, in cash via a bank check or wire transfer, to each Holder an amount equal
to all interest that would have accrued if the Principal Amount subject to such
conversion or redemption had remained outstanding through the Maturity Date (a
“Make-Whole Interest
Payment”). Notwithstanding the foregoing, the Company shall be permitted
to make any Make-Whole Interest Payment in shares of Common Stock based on a
conversion price equal to the lesser of (i) the then Conversion Price or (ii)
90% of the average of the VWAPs for the 10 consecutive Trading Days ending on
the Trading Day that is immediately prior to the applicable Share Delivery Date
or redemption date (including, but not limited to, any Monthly Redemption Date)
(subject to adjustment for any stock dividend, stock split, stock combination or
other similar event affecting the Common Stock during such 10 Trading Day
period) or (iii) 90% of the average of the VWAPs for the 10 consecutive Trading
Days ending on the Trading Day that is immediately prior to the date of the
applicable Notice of Conversion or notice of such redemption (subject to
adjustment for any stock dividend, stock split, stock combination or other
similar event affecting the Common Stock during such 10 Trading Day period) if:
(x) all of the Equity Conditions have been met (unless waived by the Holder in
writing) during the 10 Trading Days immediately prior to the applicable
Conversion Date and redemption date (including, but not limited to each Monthly
Redemption Date) and through and including the date such shares of Common Stock
are actually issued to the Holder, (y)(i) there is an effective Registration
Statement pursuant to which the Holder is permitted to utilize the prospectus
thereunder to resell all of the shares of Common Stock issuable in lieu of cash
payment of interest and any cash payment of a Make-Whole Interest Payment (and
the Company believes, in good faith, that such effectiveness will continue
uninterrupted for the foreseeable future) or (ii) all of the shares issuable in
lieu of the cash payment of interest hereunder, including shares issuable in
lieu of any cash payment of a Make-Whole Interest Payment may be resold pursuant
to Rule 144 without volume or manner-of-sale restrictions or current public
information requirements as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the Holder and (z) the Company shall have provided written
notice to the Holder at least 10 Trading Days prior to such conversion (which
notice may be given on a continuous basis to the Holder) or redemption that the
Company elects to make the Make-Whole Interest Payment in Common Stock rather
than cash, provided that the Company shall have the right to deliver such notice
to the Holder at the closing of the Amendment Agreement which notice shall be
effective immediately without having to meet the 10 Trading Day prior notice
requirement.”

      


      (e)           Monthly
Redemption.

       

      (1)           Adjustment to the Monthly
Redemption Amount. The Monthly Redemption Amount of each of the
Debentures shall be equal to 6.25% of the currently outstanding Principal Amount
of each such Debenture per month, which shall be as set forth on Schedule A attached
hereto. As such, the definition of “Monthly Redemption
Amount” in each of the Amended and Restated Debentures shall be restated
as follows:

       

      “Monthly Redemption
Amount” means, as to a Monthly Redemption, see Schedule A to the
Amendment Agreement by and between the Company and the holders signatory
thereto, dated at or about June ___, 2009 (the “Amendment
Agreement”), plus accrued but unpaid interest, liquidated damages and any
other amounts then owing to the Holder in respect of this
Debenture.”


      
        
           


        

        
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      (2)           Extension of the Monthly
Redemption Date. The Monthly Redemption Date of each of the Debentures
shall be (a) as to the first Monthly Redemption after the date hereof, September
25, 2009, and (b) for each Monthly Redemption thereafter, the first of each
month, commencing upon October 1, 2009 and ending upon the full redemption of
such Debenture.  As such, the definition of “Monthly Redemption
Date” in each of the Amended and Restated Debentures shall be restated as
follows:

       

      “Monthly Redemption
Dates” means (a) as to the first Monthly Redemption after the date of the
Amendment Agreement, September 25, 2009 and (b) for each Monthly Redemption
thereafter, the 1st of each
month, commencing on October 1, 2009 and ending upon the full redemption of this
Debenture.”

       

      (3)           Monthly Conversion
Price. The Monthly Conversion Price of each of the Debentures shall be
equal to the lesser of (i) the then Conversion Price and (ii) 90% of the average
of the VWAPs for the 10 consecutive Trading Days ending on the Trading Day that
is immediately prior to the applicable Monthly Redemption Date (subject to
adjustment for any stock dividend, stock split, stock combination or other
similar event affecting the Common Stock during such 10 Trading Day
period).  As such, the definition of “Monthly Conversion
Price” in each of the Amended and Restated Debentures shall be restated
as follows:

       

      “Monthly Conversion
Price” means the lesser of (i) the then Conversion Price and (ii) 90% of
the average of the VWAPs for the 10 consecutive Trading Days ending on the
Trading Day that is immediately prior to the applicable Monthly Redemption Date
(subject to adjustment for any stock dividend, stock split, stock combination or
other similar event affecting the Common Stock during such 10 Trading Day
period).”

      


      (f)           Issuance of Amended and
Restated Debentures. The Amended and Restated Debentures are being issued
in substitution for and not in satisfaction of the outstanding Debentures of
each Holder. Upon the written request of either any of the Holders or the
Company, each party shall use commercially reasonable efforts to deliver the
instruments representing the original Debentures to the Company in exchange for
such Holder’s Amended and Restated Debenture that reflect the revised terms of
such securities as set forth in this Agreement.

      


       

      3.           Amended and Restated
Warrants.

       

      (a)           Adjustment to Exercise
Price. The Exercise Price of the Warrants is hereby adjusted to equal
$0.10 per share, subject to further adjustment therein. All references to the
Exercise Price in the Warrants shall be amended to reflect such adjusted
Exercise Price.


      
        
           


        

        
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      (b)           Extension of Termination
Date. The Termination Date of each of the Warrants shall be extended
until June 30, 2014. All references to the Termination Date in the Warrants
shall be amended to reflect such new Termination Date.

       

      


      4.           Amendment to Exempt
Issuance. The definition of “Exempt Issuance” in
each of the Purchase Agreements shall include (in addition to existing Exempt
Issuances) each of the following: (i) the transactions contemplated under this
Agreement and (ii) the adjustment to the Conversion Price of the Debentures and
the Exercise Price of the Warrants that would result from the reduction of the
conversion price of certain securities of the Company to $0.02 per share,
pursuant to the Stipulation of Settlement dated March 11, 2009 and attached
hereto as Exhibit
A.

       

      5.           Holder’s Limitation on
Conversion of the Amended and Restated Debentures. From September 1, 2009
until January 31, 2010, each Holder agrees with the Company, severally and not
jointly with any other Holder, that such Holder shall not have the right to
convert any portion of the Amended and Restated Debenture in any amount that
would exceed such Holder’s Monthly Conversion Limitation (as defined below) as
to such calendar month during such period (such conversion restriction, the
“Conversion
Restriction”); provided, however, the
Conversion Restriction shall immediately terminate and no longer apply to any
future conversions if (a)(i) the VWAP for each of 5 consecutive Trading Days is
greater than $0.15 per share (subject to adjustment for any stock dividend,
stock split, stock combination or other similar event affecting the Common Stock
after the date hereof) and (ii) the daily trading volume for the Common Stock on
the principal Trading Market on the same such Trading Days exceeds 7,500,000
shares per Trading Day (subject to adjustment for any stock dividend, stock
split, stock combination or other similar event affecting the Common Stock after
the date hereof) or (b)(i) the VWAP for any one Trading Day is greater than
$0.20 per share (subject to adjustment for any stock dividend, stock split,
stock combination or other similar event affecting the Common Stock after the
date hereof) and (ii) the daily trading volume for the Common Stock on the
principal Trading Market on the same such Trading Day exceeds 10,000,000 shares
per Trading Day (subject to adjustment for any stock dividend, stock split,
stock combination or other similar event affecting the Common Stock after the
date hereof). For purposes of this paragraph, the “Monthly Conversion
Limitation” as to each Holder shall mean 20% of such Holder’s outstanding
principal amount of Amended and Restated Debentures as of the date hereof, which
amount shall be as set forth on Schedule A attached
hereto.  The Company acknowledges and agrees that the obligation of
each Holder set forth in this Section 4 is a right separately granted by such
Holder to the Company.  It is expressly understood and agreed that
this Section 4 is between the Company and each Holder, solely, and not between
the Company and the Holders collectively and not between and among the
Holders.


      
        
           


        

        
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      6.           Public Information
Requirements.  At any time during the period commencing from
July 20, 2009 and ending at such time that all of the Amended and Restated
Debentures and Warrants may be sold without the requirement for the Company to
be in compliance with Rule 144(c)(1) and otherwise without restriction or
limitation pursuant to Rule 144, if the Company shall fail for any reason to
satisfy the current public information requirement under Rule 144(c) (a “Public Information
Failure”) then, in addition to such Holder’s other available remedies,
the Company shall pay to a Holder, as partial liquidated damages and not as a
penalty, by reason of any such delay in or reduction of its ability to sell the
Amended and Restated Debentures and Warrants, an amount equal to five percent
(5.0%) of the aggregate Subscription Amount of such Holder’s Amended and
Restated Debentures, which amount shall accrete to the outstanding Principal
Amount of such Holder’s Amended and Restated Debentures, on the seventh day
following a Public Information Failure and on every thirtieth (30th) day (pro
rated for periods totaling less than thirty days) thereafter until the earlier
of (a) the date such Public Information Failure is cured and (b) such time that
such public information is no longer required  for the Holders to
transfer the Underlying Shares pursuant to Rule 144.  The payments to
which a Holder shall be entitled pursuant to this paragraph are referred to
herein as “Public
Information Failure Payments.”  Public Information Failure
Payments shall be paid on the earlier of (i) the last day of the calendar month
during which such Public Information Failure Payments are incurred and (ii) the
third (3rd) Business Day after the event or failure giving rise to the Public
Information Failure Payments is cured.  In the event the Company fails
to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein shall limit
such Holder’s right to pursue actual damages for the Public Information Failure,
and such Holder shall have the right to pursue all remedies available to it at
law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.

       

      7.           Increase Authorized Shares
of Common Stock. The Company shall, no later than September 18, 2009, (a)
amend the articles of incorporation to increase the number of authorized shares
of Common Stock from 500,000,000 to 1,250,000,000 (the “Amendment”) and (b)
increase the number of shares of Common Stock available for issuance under the
Company’s 2005 Stock Incentive Plan to 129,000,000 (provided that such shares
shall not be issuable to vendors or consultants of the Company).  The
Company shall solicit proxies from its stockholders in connection therewith in
the same manner as all other management proposals in such proxy statement and
all management-appointed proxyholders shall vote their proxies in favor of such
proposal.  If the Company does not (a) receive the vote by the
stockholders of the Company to approve the Amendment and (b) file the Amendment
with the Secretary of State of the State of Delaware and receive acceptance of
the such filing from the Secretary of State of the State of Delaware
(collectively, (a) and (b), the “Authorized Share
Approval”) on or before September 18, 2009, the Company shall call a
meeting of the shareholders every 4 months thereafter or shall solicit written
consent every 1 month thereafter until the date that the Authorized Share
Approval is obtained by the Company.  Each Holder hereby agrees with
the Company that it shall vote its shares of Common Stock which are eligible to
vote at any such stockholder meeting or in connection with any consent
solicitation in favor of the Authorized Share Approval. If the Company does not
receive the Authorized Share Approval by September 25, 2009, then, in addition
to any other rights the Holders may have hereunder or under applicable law, on
September 25, 2009 and on each monthly anniversary of such date, the Company
shall pay to each Holder an amount, as partial liquidated damages and not as a
penalty, equal to 5.0% of the aggregate Subscription Amount of such Holder,
which amount shall accrete to the outstanding Principal Amount of such Holder’s
Amended and Restated Debentures. If the Company fails to pay any partial
liquidated damages pursuant to this paragraph in full within seven days after
the date payable, the Company will pay interest thereon at a rate of 18% per
annum (or such lesser maximum amount that is permitted to be paid by applicable
law) to the Holder, accruing daily from the date such partial liquidated damages
are due until such amounts, plus all such interest thereon, are paid in full.
The Company shall promptly hire a proxy solicitations firm that the Holders
shall designate in connection with such solicitation of proxies. Any failure by
the Company to obtain the Authorized Share Approval by the three month
anniversary of the date hereof shall be an Event of Default under the Amended
and Restated Debentures.


      
        
           


        

        
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      8.           Forbearance
Agreement. Simultaneously with the execution of this Agreement and as a
condition of this Agreement, the Company and each of the Holders shall enter
into the Forbearance Agreement, attached hereto as Exhibit
B.

       

      9.           Intercreditor Rights of
Holders. All Amended and Restated Debentures shall rank in the order of
priority pari passu and pro-rata in proportion to each Holder’s outstanding
principal amount of Amended and Restated Debentures at any given time that a
determination needs to be made of pro-rata holdings.  If an Event of
Default occurs or any party hereto collects proceeds pursuant to its rights
under any Amended and Restated Debentures, each Holder shall be immediately
notified and such payment shall be shared ratably with all of the other Holders
according to their then outstanding Amended and Restated Debentures.
Notwithstanding anything to the contrary contained in the Purchase Agreements
or  any document executed in connection with the Amended and Restated
Debentures and irrespective of: (i) the time, order or method of attachment or
perfection of the security interests created in favor of Holders, (ii) the time
or order of filing or recording of financing statements or other documents filed
or recorded to perfect security interests in any Collateral (as defined in each
of the Security Agreements); (iii) anything contained in any filing or agreement
to which any Holder now or hereafter may be a party; and (iv) the rules for
determining perfection or priority under the Uniform Commercial Code or any
other law governing the relative priorities of secured creditors, each Holder
acknowledges that (x) all other Holders have a valid security interest in the
Collateral and (y) the security interests of the Holders in any Collateral
pursuant to any outstanding Amended and Restated Debentures shall be pari passu
with each other and (z) no Holder shall take any action against the Company
without the prior written consent of at least the Holders of at
least  67% of the then outstanding principal amount of the Amended and
Restated Debentures.

       

      10.          Representations and
Warranties of the Company.  The Company hereby makes the
representations and warranties set forth below to the Holders as of the date of
its execution of this Agreement:

      (a)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder.  The
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby have been duly authorized by all
necessary action on the part of the Company and no further action is required by
the Company, the Board of Directors or the Company's stockholders in connection
therewith.  This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors' rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.


      
        
           


        

        
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      (b)           No
Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company's or any Subsidiary's certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a
party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse Effect.

      


      (c)           Issuance of the Amended and
Restated Debentures.  The Amended and Restated Debentures are
duly authorized and, upon the execution of this Agreement by the Holders will be
duly and validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in
the Transaction Documents.  The Underlying Shares, when issued in
accordance with the terms of the Amended and Restated Debentures will be validly
issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company.  Upon the receipt of Authorized Share Approval, the Company
will have reserved from its duly authorized capital stock a number of shares of
Common Stock for issuance of the Underlying Shares sufficient for the conversion
in full of the Amended and Restated Debentures.

       

      (d)           Holding Period for Amended
and Restated Debentures. Pursuant to Rule 144, the holding period of the
Amended and Restated Debentures (and Underlying Shares issuable upon conversion
and redemption thereof) shall tack back to the original issue date of each of
the Debentures.  The Company agrees not to take a position contrary to
this Section 10(d).  The Company agrees to take all actions,
including, without limitation, the issuance by its legal counsel of any
necessary legal opinions (which may be satisfied pursuant to Section 12),
necessary to issue to the Amended and Restated Debentures (and Underlying Shares
issuable upon conversion and redemption thereof) without restriction and not
containing any restrictive legend without the need for any action by the
Holder.

       

      (e)           No
Novation.  The Amended and Restated Debentures are being issued
in substitution for and not in satisfaction of the Debentures.  The
Amended and Restated Debentures shall not constitute a novation or satisfaction
and accord of any of the Debentures.  The Company hereby acknowledges
and agrees that the Amended and Restated Debentures shall amend, restate,
modify, extend, renew and continue the terms and provisions contained in the
Debentures and shall not extinguish or release the Company or any of its
Subsidiaries under any Transaction Document (as defined in the Purchase
Agreements) or otherwise constitute a novation of its obligations
thereunder.

       


      
        
           


        

        
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      (f)           Equal
Consideration.  No consideration has been offered or paid to
any person to amend or consent to a waiver, modification, forbearance or
otherwise of any provision of any of the Amended and Restated Debentures or
Warrants or Transaction Documents.

       

      (g)           Survival and Bring
Down.  All of the Company's representations and warranties
contained in this Agreement shall survive the execution, delivery and acceptance
of this Agreement by the parties hereto.  The Company expressly
reaffirms that each of the representations and warranties set forth in each of
the Purchase Agreements (as supplemented or qualified by the disclosures in any
disclosure schedule to any Purchase Agreement), continues to be true, accurate
and complete in all material respects as of the date hereof (except as set forth
in the disclosure schedules attached hereto) (the “Bring Down Disclosure
Schedule”), and except for any representation and warranty made as of a
certain date, in which case such representation and warranty shall be true,
accurate and complete as of such date), and the Company hereby remakes and
incorporates herein by reference each such representation and warranty (as
qualified by the Bring Down Disclosure Schedule) as though made on the date of
this Agreement.

       

      11.           Representations and
Warranties of the Holders.  Each Holder hereby makes the
representation and warranty set forth below to the Company as of the date of its
execution of this Agreement. Such Holder represents and warrants that (a) the
execution and delivery of this Agreement by it and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on its behalf and (b) this Agreement has been duly executed and delivered
by such Holder and constitutes the valid and binding obligation of such Holder,
enforceable against it in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

       

      12.           Legal
Opinion.  The Company hereby agrees to cause its legal counsel
to issue a legal opinion to the undersigned Holders and the Transfer Agent
regarding this Agreement and the transactions contemplated hereby, in form and
substance reasonably acceptable to the Holders, including an opinion that the
Amended and Restated Debentures and Warrants may be sold pursuant to Rule 144
without volume restrictions or manner of sale limitations and that certificates
representing securities issuable upon conversion of the Amended and Restated
Debentures or a “cashless exercise” of the Warrants may be issued without a
restrictive legend as required pursuant to Section 4.1 of each of the Purchase
Agreements.

       

      13.           Public
Disclosure.  On or before 8:30 am (Eastern Time) on the 4th Trading
Day immediately following the date hereof, the Company shall file a Current
Report on Form 8-K, reasonably acceptable to the Holders disclosing the material
terms of the transactions contemplated hereby and attaching this Agreement as an
exhibit thereto.


      
        
           


        

        
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      14.           Effect on Transaction
Documents. Except as expressly set
forth above, all of the terms and conditions of the Purchase Agreements,
Debentures and Warrants shall continue in full force and effect after the
execution of this Agreement and shall not be in any way changed, modified or
superseded by the terms set forth herein, including, but not limited to, any
other obligations the Company may have to the Holders under the Purchase
Agreements, Debentures and Warrants.  Notwithstanding the foregoing, this
Agreement shall be deemed for all purposes as an amendment to any and all of the
Purchase Agreements, Debentures and Warrants as required to serve the purposes
hereof, and in the event of any conflict between the terms and provisions of any
other of the Purchase Agreements, Debentures or Warrants, on the one hand, and
the terms and provisions of this Agreement, on the other hand, the terms and
provisions of this Agreement shall prevail.

      


      15.           Amendments and
Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders holding at
least 67% of the principal amount of the Amended and Restated Debentures then
outstanding.

      


      16.           Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase
Agreements.

       

      17.           Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties; provided, however, that no
party may assign this Agreement or the obligations and rights of such party
hereunder without the prior written consent of the other parties
hereto.

       

      18.           Execution and
Counterparts. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original
thereof.

       

      19.           Fees and
Expenses.  Except as expressly set forth herein, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this
Agreement.

      


       

      20.           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined pursuant to
the Governing Law provision of the Purchase Agreements.

       

      21.           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

       


      
        
           


        

        
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      22.           Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise this Agreement and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments hereto. In addition, each and every reference to share prices in
this Agreement shall be subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Agreement.

       

      23.           Entire
Agreement.  This Agreement, together with the exhibits and
schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and
schedules.

       

      24.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof

       

      25.           Independent Nature of
Holders' Obligations and Rights.  The obligations of each
Holder hereunder are several and not joint with the obligations of any other
Holders hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto, shall be deemed to constitute the
Holders as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Holder shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Holder to be joined as an additional party
in any proceeding for such purpose.

       

      26.           Re-Issuance of Amended and
Restated Debentures and Warrants. Upon the written request of either any
of the Holders or the Company, each party shall use commercially reasonable
efforts to deliver the instruments representing the original Debentures and
Warrants to the Company in exchange for replacement instruments that reflect the
revised terms of such securities as set forth in this Agreement.

       

       [SIGNATURE
PAGE FOLLOWS]



      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

       

      
        
          
            	
                    ADVANCED
      CELL TECHNOLOGIES, INC.

                  
	 
      	 
      
	
                    By: 

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

      


      ********************

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
PAGE FOR HOLDERS FOLLOW]

       

      
        
          
          

        

        
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      [HOLDER'S
SIGNATURE PAGE TO ACTC AMENDMENT AGREEMENT]

       

      IN
WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

      


      Name of
Holder: __________________________

      Signature of Authorized Signatory of
Holder: __________________________

      Name of
Authorized Signatory: _________________________

      Title of
Authorized Signatory: __________________________

      


      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
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