Certificate of Designation of Preferences



 Exhibit 10.2 

INTERNATIONAL STEM CELL CORPORATION 

CERTIFICATE OF DESIGNATIONS OF PREFERENCES, 

RIGHTS AND LIMITATIONS 

OF 
 SERIES F
PREFERRED STOCK 
 The undersigned, Kenneth C. Aldrich and Ray Wood, do hereby certify that: 

1. They are the Chairman and Secretary, respectively, of International Stem Cell Corporation, a Delaware corporation (the
“Corporation”). 
 2. The Corporation is authorized to issue 20,000,000 shares of preferred stock, 64,008,364
of which have been issued or are outstanding. 
 3. The following resolutions were duly adopted by the Board of Directors:

 WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred
stock, comprised of 20,000,000 shares, $0.001 par value per share, issuable from time to time in one or more series; 
 WHEREAS,
the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the
number of shares constituting any series and the designation thereof, of any of them; and 
 WHEREAS, it is the desire of the
Board of Directors of the Corporation, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of preferred stock, which shall consist of up to 1,500 shares of the preferred stock
which the Corporation has the authority to issue, as follows: 
 NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of
preferred stock as follows: 
 TERMS OF PREFERRED STOCK 

1. Designation, Amount and Par Value. The series of preferred stock shall be designated as the Corporation’s Series F
Preferred Stock (the “Series F Preferred Stock”) and the number of shares so designated shall be 1,500 (which shall not be subject to increase without the consent of all of the holders of the Series F Preferred Stock (each
a “Holder” and collectively, the “Holders”). Each share of Series F Preferred Stock shall have a par value of $0.001 per share. 

2. Dividends and Other Distributions. Commencing on the date of the issuance of any such shares of Series F Preferred Stock
(each respectively an “Issuance Date”), Holders of Series F Preferred Stock shall be entitled to receive dividends on each outstanding share of 







 
Series F Preferred Stock (“Dividends”), which shall accrue in shares of Series F Preferred Stock on a daily basis at a rate equal to 10.0% per annum. 

a. Any calculation of the amount of such Dividends payable pursuant to the provisions of this Section 2 shall be made based on
a 365-day year and on the number of days actually elapsed during the applicable calendar quarter, compounded annually. 
 b. So
long as any shares of Series F Preferred Stock are outstanding, no dividends or other distributions will be paid, declared or set apart with respect to any Junior Securities (as defined below). As used herein, “Junior Securities”
means any series or class of the capital stock of the Corporation now or hereafter authorized or issued by the Corporation ranking junior to the Series F Preferred Stock with respect to dividends or distributions or upon the liquidation,
distribution of assets, dissolution or winding-up of the Corporation, including, without limitation, the Corporation’s common stock, par value $0.001 per share (“Common Stock”). The Common Stock shall not be redeemed while the
Series F Preferred Stock is outstanding. 
 3. Protective Provision. So long as any shares of Series F
Preferred Stock are outstanding, the Corporation shall not, without the affirmative approval of the Holders of a majority of the shares of the Series F Preferred Stock then outstanding, (a) alter or change adversely the powers, preferences
or rights given to the Series F Preferred Stock or alter or amend this Certificate of Designations, (b) authorize or create any class of stock ranking as to distribution of assets upon a liquidation senior to the Series F Preferred
Stock, (c) amend its certificate or articles of incorporation or other charter documents in breach of any of the provisions hereof, (d) increase the authorized number of shares of Series F Preferred Stock, (e) liquidate, dissolve
or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (f) enter into any agreement with respect to the foregoing. 

a. A “Deemed Liquidation Event” shall mean: (i) a merger or consolidation in which the Corporation is a constituent
party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in
which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such
merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such
merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation
or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if
substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of
the Corporation. 







 b. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to
in Section 3.a unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the
Corporation in accordance with Section 4. 
 4. Liquidation. 

a. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for
payment of debts and other liabilities of the Corporation, before any distribution or payment shall be made to the holders of any other equity securities of the Corporation by reason of their ownership thereof, the Holders of Series F Preferred
Stock shall first be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each share of Series F Preferred Stock equal to $10,000.00 (the “Original
Series F Issue Price”), plus any accrued but unpaid Dividends thereon (collectively, the “Series F Liquidation Value”). 

b. After payment has been made to the Holders of the Series F Preferred Stock of the full amount of the Series F Liquidation
Value, any remaining assets of the Corporation shall be distributed among the holders of the Corporation’s Junior Securities in accordance with the Corporation’s Certificates of Designation and Certificate of Incorporation, as amended.

 c. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be insufficient
to make payment in full to all Holders, then such assets shall be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. 

5. Redemption. 

a. Corporation’s Redemption Option. Upon or after the first anniversary of the initial Issuance Date, the Corporation shall
have the right, at the Corporation’s option, to redeem all or a portion of the shares of Series F Preferred Stock, at a price per share of Series F Preferred Stock (the “Corporation Redemption Price”) equal to the
Series F Liquidation Value plus the following percentages of the Original Series F Issue Price determined by reference to the original Issuance Date of such shares of Series F Preferred Stock: 

 

				
	 If the redemption occurs
	  	Additional percentage	 
	 After first anniversary of issuance but prior to second anniversary of issuance
	  	26	% 
	 After second anniversary of issuance but prior to third anniversary of issuance
	  	17	% 
	 After third anniversary of issuance but prior to fourth anniversary of issuance
	  	8	% 
	 After fourth anniversary of issuance
	  	0	%. 

  

 
  
  







 b. Mechanics of Redemption. If the Corporation elects to redeem any of the
Holders’ Series F Preferred Stock then outstanding, it shall deliver written notice thereof via facsimile and overnight courier (“Notice of Redemption at Option of Corporation”) to the Holder, which Notice of Redemption at
Option of Corporation shall indicate (A) the number of shares of Series F Preferred Stock that the Corporation is electing to redeem and (B) the Corporation Redemption Price. 

c. Payment of Redemption Price. Upon receipt of a Notice of Redemption at Option of Corporation by any Holder, such Holder shall
promptly submit to the Corporation such Holder’s Series F Preferred Stock certificates. Upon receipt of such Holder’s Series F Preferred Stock certificates, the Corporation shall pay the Corporation Redemption Price in cash to
such Holder. 
 6. Transferability. The Series F Preferred Stock may only be sold, transferred, assigned,
pledged or otherwise disposed of (“Transfer”) in accordance with state and federal securities laws. The Corporation shall keep at its principal office, or at the offices of a transfer agent, a register of the Series F Preferred
Stock. Upon the surrender of any certificate representing Series F Preferred Stock at such place, the Corporation, at the request of the record Holder of such certificate, shall execute and deliver (at the Corporation’s expense) a new
certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as
is requested by the Holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. 

7. Miscellaneous. 

a. Notices. Any and all notices to the Corporation shall be addressed to the Corporation’s President at the Corporation’s
principal place of business on file with the Secretary of State of the State of Delaware. Any and all notices or other communications or deliveries to be provided by the Corporation to any Holder hereunder shall be in writing and delivered
personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone
number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified in this Section 7.a prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified in this Section 7.a no later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. 

b. Lost or Mutilated Preferred Stock Certificate. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit
of the registered Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series F Preferred Stock, and in the case of any such loss, theft or








 
destruction upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the Holder is a financial institution or other institutional investor its own agreement shall be
satisfactory) or in the case of any such mutilation upon surrender of such certificate, the Corporation, shall execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented
by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. 

c. Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations
and shall not be deemed to limit or affect any of the provisions hereof. 
 RESOLVED, FURTHER, that the Chairman, the president
or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Designation of Preferences, Rights and Limitations of Series F Preferred Stock in
accordance with the foregoing resolution and the provisions of Delaware law. 
 IN WITNESS WHEREOF, the undersigned have
executed this Certificate this 4th day of May 2010. 
  

			
	
	/s/ Kenneth C. Aldrich
	Kenneth C. Aldrich
	Chairman

  

			
	
	/s/ Ray Wood
	Ray Wood
	Secretary