EX 4.8



 Exhibit 4.8 
 Void after 5:00 p.m. (New York time) on •. 
  

			
	Warrant Certificate No.         	  	Issue Date: July     , 2013

 INTERNATIONAL STEM CELL CORPORATION 

(A corporation existing under the laws of the State of Delaware) 
 THIS SERIES B WARRANT TO PURCHASE UNITS (the “Warrant”) certifies that, for value received, • (the “Holder”), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York time) on the sixty-fifth (65th) trading day after the Issue Date (the “Expiration
Date”) (subject to extension as provided below) but not thereafter, to subscribe for and purchase from International Stem Cell Corporation, a Delaware corporation (the “Company”), up to •1 Units (subject to adjustment as provided herein), with each Unit
consisting of (i) one share of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (an “Option Share”) and (ii) one Series A Warrant in the form attached hereto as Exhibit
A to purchase one share of Common Stock (a “Option Series A Warrant Share”); provided, however, that the Expiration Date shall be extended by the aggregate number of days between the Issue Date and the Expiration
Date of which the registration statement registering the Option Shares and Option Series A Warrant Shares is not effective, or no current prospectus is available, such that the Holder is not permitted to sell its Option Shares or its Option Series A
Warrant Shares. The purchase price of one Unit under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). 
 Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Series A Warrant. 

Section 2. Exercise. 
 a) Exercise of Warrant. Subject to the conditions set forth in this Section 2, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or
times on or after the Issue Date and on or before the Expiration Date (the “Exercise Period”) by delivery to the principal office of the Company of a duly executed copy of the Notice of Exercise Form annexed hereto (or to such other
office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). If this Warrant is to be exercised in full, the Holder shall surrender this
Warrant to the Company concurrently with the delivery of the Notice of Exercise Form. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has
purchased all of the Units available hereunder and the Warrant has been exercised in full. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Units available hereunder shall have the effect of lowering the
outstanding number of Units purchasable hereunder in an amount equal to the applicable number of Units purchased. The Holder and the Company shall maintain records showing the number of Units purchased and the date of such purchases. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Units hereunder, the number of Units available for purchase hereunder at any given
time may be less than the amount stated on the face hereof. Notwithstanding anything herein to the contrary, subject to the limitations set forth in Section 2(c), each exercise of this Warrant shall be for a minimum amount equal to the
lesser of (i) $             or (ii) the then outstanding aggregate Exercise Price of this Warrant. 

b) Exercise Price. “Exercise Price” means $0.15 per Unit, subject to
adjustment as provided in this Warrant. If immediately following the close of trading of the Common Stock on the Principal Market (as defined below) (or, if the Principal Market is not the principal trading market for the Common Stock, the principal
securities exchange or securities market on which the Common Stock is then listed or designated for quotation (as applicable)) on the sixtieth (60th) Trading Day following the Issue Date (such sixtieth
(60th) Trading Day is referred to herein as the
“Adjustment Date”) (subject to adjustment as provided below), the Exercise Price in effect at such time is greater than the product of (i) 80% multiplied by (ii) the Closing Bid 

 

	1 	 100% Warrant coverage. 









 
Price of the Common Stock on the Adjustment Date (such product is referred to herein as the “Adjustment Price”), then the Exercise Price in effect at such time shall immediately
and automatically be decreased to equal the Adjustment Price (such a decrease is referred to herein as an “Exercise Price Adjustment”), with such decrease being effective retroactively as of 12:00:01 a.m. New York time on the fifth
(5th) Trading Day immediately preceding the Adjustment Date. The Adjustment Date shall be extended by the aggregate number of days between the Issue Date and the Adjustment Date of which the registration statement registering the Option Shares
and Option Series A Warrant Shares is not effective, or no current prospectus is available, such that the Holder is not permitted to sell its Option Shares or its Option Series A Warrant Shares. In connection with the foregoing, if (x) an
Exercise Price Adjustment occurs and (y) on the Adjustment Date prior to the time of the Exercise Price Adjustment or on any of the five (5) Trading Days immediately preceding the Adjustment Date) the Holder has delivered one or more
Exercise Notices to the Company and paid all or any part of the Exercise Price with respect thereto (such aggregate amount so paid by the Holder is referred to herein as the “Paid Exercise Price Amount”), then on the first
(1st) Trading Day immediately following the Adjustment Date the Company shall deliver to the Holder, by wire transfer in U.S. dollars and immediately available funds in accordance with the wire instructions delivered by the Holder to the
Company, an amount in cash amount equal to the positive difference (if any) between (x) the Paid Exercise Price Amount and (y) the product of (I) the aggregate number of Units elected to be purchased by the Holder in such Exercise
Notices multiplied by (II) the Adjustment Price. If an Exercise Price Adjustment occurs, the Company shall, on the first (1st) Trading Day immediately following the Adjustment Date, notify the Holder of the Exercise Price in effect immediately
following the Exercise Price Adjustment. As used herein, “Closing Bid Price” means, for any security as of any date, the last closing bid price for such security on the Nasdaq Global Market (the “Principal Market”),
as reported by Bloomberg, L.P. (“Bloomberg”), or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price, then the last bid price of such security prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price of such security on the principal securities exchange or trading market where
such security is listed or designated for quotation as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported by OTC Markets Group Inc. If the Closing Bid Price cannot be calculated, the
Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. As used herein, “Trading Day” means any day on which the Principal Market is open for the
trading of securities, or, if the Principal Market is not the principal trading market for the Common Stock, then on any day on which the principal securities exchange or securities market on which the Common Stock is then listed or designated for
quotation (as applicable) is open for the trading of securities, provided that, if elected by the Holder, “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then
during the hour ending at 4:00:00 p.m., New York time). 
 c) Percentage Limitation. Notwithstanding
anything herein to the contrary, the Company shall not issue to any Holder any Units, including pursuant to any rights herein, including, without limitation, any exercise rights, to the extent that the Option Shares and the Option Series A Warrant
Shares underlying such Units, when added to the number of shares of Common Stock then beneficially owned by such Holder and any Persons whose beneficial ownership of Common Stock would be aggregated with such Holder for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would cause the total number of shares of Common Stock beneficially owned by such Holder and any such Persons to exceed 4.999% of the total
number of outstanding shares of Common Stock of the Company at the time of such issuance (the “Beneficial Ownership Limitation”), provided, however, that this Section 2(c) shall not apply to the exercise of this Warrant in
connection with any Fundamental Transaction in which the Company is acquired by a third party, whether by merger or stock purchase. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(c), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of any
Units, including pursuant to any rights herein, including, without limitation, any exercise rights, to the extent that the 







 
Option Shares and the Option Series A Warrant Shares underlying such Units, when added to the number of shares of Common Stock then beneficially owned by such Holder and any Persons whose
beneficial ownership of Common Stock would be aggregated with such Holder for purposes of Section 13(d) of the Exchange Act and the provisions of this Section 2(c) shall continue to apply. Upon the reasonable written or oral request of the
Holder, the Company shall within two (2) business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. For purposes of this Section 2(c), beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 2(c) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the
Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are in non-compliance with the Beneficial Ownership Limitation.

 d) Authorization of Underlying Shares. The Company covenants that all Option Shares and Series A
Warrants which may be issued upon the exercise of the purchase rights represented by this Warrant, and all Option Series A Warrant Shares which may be issued upon the exercise of the purchase rights represented by the Series A Warrants contained
within the Units will, upon exercise of the purchase rights represented by this Warrant or the Series A Warrants, as applicable, and payment to the Company of the purchase price therefor, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

e) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at
the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Units, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Units
called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 
 f)
No Fractional Shares or Scrip. No fractional Option Shares or scrip representing fractional Option Shares shall be issued upon exercise of this Warrant. As to any fraction of an Option Share that Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price. Upon any exercise of this Warrant, no Series A Warrant shall be issued exercisable
for fractional shares of Common Stock. The aggregate number of shares of Common Stock issuable upon exercise of such Series A Warrant shall be rounded down to the nearest whole share and any fractional shares of Common Stock that are not required to
be issued by reason of this Section 2(f) shall be carried forward and shall be taken into account in the subsequent exercise of this Warrant. Whether or not a Series A Warrant exercisable for fractional shares of Common Stock would be issuable
upon any exercise of this Warrant shall be determined on the basis of the total number of Units being exercised at the time and the aggregate number of Series A Warrants issuable upon such exercise. 

g) Legends. The Option Shares and Option Series A Warrant Shares issued pursuant to this Warrant shall be issued
free of all legends on the Exercise Date. 
 h) Charges, Taxes and Expenses. Issuance of certificates for
Option Shares and/or Series A Warrants shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Option Shares and/or Series A Warrants are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto. 







 i) Mechanics of Exercise. 

i. [RESERVED] 
 ii. Exercise Date Deliveries. No later than three (3) business days (such date, the “Delivery Date”) following the receipt by the Company of the completed Notice of Exercise
Form (such date, the “Exercise Date”) and; provided that the Holder at least one (1) day prior to the Delivery Date has paid the related Exercise Price, and if this Warrant is being exercised in full, has delivered this Warrant
to the Company, the Company shall deliver or cause to be delivered to the Holder the following: 
 (A) the
Option Shares included in the Units purchased as a result of the exercise of this Warrant, registered in the name of the Holder, which shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the
Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is a participant in such system, and otherwise by physical delivery to an address specified
by the Holder in the Notice of Exercise Form; and 
 (B) the Series A Warrants included in the Units purchased
as a result of the exercise of this Warrant, registered in the name of the Holder, which shall be transmitted by physical delivery to an address specified by the Holder in the Notice of Exercise Form. 

iii. Rescission Rights. If the Company fails to cause the transfer agent to transmit to the Holder a certificate or
the certificates representing the Option Shares or the Series A Warrants pursuant to Section 2(i)(ii) by the Exercise Date, then, the Holder will have the right to rescind such exercise. 

iv. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other
rights available to the Holder, if the Company fails to cause the transfer agent to transmit to the Holder a certificate or the certificates representing the Option Shares pursuant to an exercise on or before the Delivery Date, and if after such
Delivery Date, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Option Shares that the Holder anticipated receiving from the Company (a
“Buy-In”), then the Company shall, within five (5) business days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount, equal to the Holder’s total
purchase price (including reasonable brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common
Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Option Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Option Shares, times (B) the VWAP (as reported by Bloomberg, L.P.) on the date of the event giving rise to the Company’s obligation to deliver such certificate. 

Notwithstanding the foregoing, the Company shall not be required to make the payments set forth herein in the case of uncertificated
Option Shares if the Holder fails to timely file a request with the depository trust company to receive such uncertificated Option Shares. 
 Notwithstanding the foregoing, if the Company fails to cause the transfer agent to transmit to the Holder a certificate or the certificates representing the Option Shares pursuant to an exercise on or
before the Delivery Date, then the Holder will have the right to rescind such Notice of Exercise. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a certificate pursuant to the terms hereof. 
 For purposes of this Section, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on
a market or exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on such market or exchange on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a
business day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a market or exchange, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by
an independent appraiser selected in good faith by the Company and reasonably acceptable to the Required Holders (as defined herein), the fees and expenses of which shall be paid by the Company. 







 Section 3. Certain Adjustments. 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any Option Shares or
Series A Warrants issued by the Company pursuant to this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction, of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of
Units issuable upon exercise of this Warrant shall be proportionately adjusted in an inverse manner (e.g., an increase in the Exercise Price shall result in a decrease in the number of Units) such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. 

b) [RESERVED] 
 c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such
Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). 

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or
other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (other than as provided for under Section 3(a)), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement (other than
an additional cash investment in the Company on terms and conditions that are consistent with investment transactions in which the investor does not obtain control of the issuing entity made solely for investment purposes by Andrey Semechkin, Ruslan
Semechkin and/or their affiliates) or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding 







 
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party
to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Option Share that
would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such event. For purposes of clarity, no bona fide underwritten offering of the Company’s securities will be deemed to be a Fundamental Transaction. For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and
evidencing the Holder’s right to exercise such warrant into Alternate Consideration. 
 The terms of any agreement pursuant
to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(c) and insuring that this Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. 
 e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. 
 f) Notice to Holders. 
 i. Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment. 
 ii. Notice to Allow Exercise by Holder. If during the term in which this
Warrant may be exercised by the Holder (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock;
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the
Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and
the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale,
transfer or share exchange; provided, in each case that such information shall be made known to the public through 







 
a press release, filing with the Commission, or other public announcement prior to or in conjunction with such notice being provided to the Holder, and provided further that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. If this Warrant is then exercisable pursuant to the terms hereof, the Holder shall be entitled
to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice. 
 Section 4. Transfer of Warrant. 
 a)
Transferability. This Warrant and all rights hereunder are transferable, in whole or in part and with the Company’s consent (which shall not be unreasonably withheld), upon surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon
such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Units without having a
new Warrant issued. 
 b) New Warrants. This Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with
Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such
notice. 
 c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by
the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 
 Section 5.
Miscellaneous. 
 a) Fees and Expenses. The Company shall pay all transfer agent fees, stamp taxes
and other taxes and duties levied in connection with the delivery of any securities to the Holder, subject to Section 2(h) hereof. 
 b) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof. Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price, the Units so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such
surrender or payment. 
 c) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Option Shares and/or Series A Warrants, and in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant or the Series A Warrants, shall not include the posting of any bond), and upon surrender and cancellation of such warrant or stock certificate, if mutilated,
the Company will make and deliver a new warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such warrant or stock certificate. 

d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding business day. 

e) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will maintain a
reserve, free from preemption rights, from its duly authorized shares of Common Stock for issuance in such amount as may be required to fulfill its obligations in full under this Warrant and any Series A Warrant issuable hereunder. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates and 







 
warrant certificates to execute and issue the necessary certificates for the Option Shares and Series A Warrants upon the exercise of the purchase rights under this Warrant. The Company will take
all such reasonable action as may be necessary to assure that such Option Shares and Series A Warrants may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which
the Common Stock may be listed. If at any time prior to the Expiration Date the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock (or other securities as provided herein) to such number of shares as shall be sufficient for such purposes. 

Except and to the extent as waived or consented to by the Holder, the Company hereby covenants to not by any action, including, without
limitation, amending its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, and will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set
forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Option Shares above the Exercise Price then in effect and (b) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Option Shares and Series A Warrants upon the exercise of this Warrant. 

f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this
Warrant shall be determined in accordance with the laws of the State of New York. 
 g) Restrictions. The
Holder acknowledges that the Option Shares and the Series A Warrants acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 

h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part
of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Expiration Date. The Company’s obligations to issue and
deliver Units in accordance with the terms hereof shall not be affected by the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim or recoupment, or any violation or alleged violation of law by
the Holder or any other Person. If the Company or the Holder willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the other party, then such party shall pay the other party such amounts
as shall be sufficient to cover any costs and expenses incurred by such party in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 

i) Notices. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this
Warrant. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States by first-class registered or certified
airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if
delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, and will be delivered and addressed as follows: 

(i) if to the Company, to: 
 International Stem Cell Corporation 
 5950 Priestly Drive 

Carlsbad, CA 92008 
 Attn: Jay Novak, Chief Financial Officer 
 Facsimile: (760) 476-0600








 with a copy to: 
 DLA Piper LLP 
 4365 Executive Drive, Suite 1100 

San Diego, CA 92121 
 Attn: Douglas Rein 
 Facsimile: (858) 638-5043 

(ii) if to the Holder, at the address of the Holder appearing on the books of the Company. 

j) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise
this Warrant or purchase Units, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company. 
 k) Remedies. The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available or granted by law, including recovery of damages. Each of the parties hereto will be entitled to specific performance of its rights under this Warrant. 

l) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time
of this Warrant and shall be enforceable by any such Holder or holder of Units. 
 m) Amendment. This
Warrant is one of a series of Warrants of like tenor issued by the Company pursuant to the Placement Agent Agreement, dated as of July 19, 2013, by and between the Company and Roth Capital Partners, LLC (collectively, the “Series B
Warrants”). Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 3 of this Warrant) upon the written consent of the Company and the holders of Series B Warrants representing at
least 66 2/3% of the number of Units then subject to all outstanding Series B Warrants (excluding Series B Warrants held by the Company and its subsidiaries) (the “Required Holders”). 

n) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Warrant. 
 o) Headings. The headings
used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized. 
 Dated: July     , 2013 

							
		 		 	INTERNATIONAL STEM CELL CORPORATION
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:








 EXHIBIT A 
 Form of Series A Warrant 







 NOTICE OF EXERCISE 
 TO: INTERNATIONAL STEM CELL CORPORATION 
 (1) The undersigned hereby elects to
purchase Units of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any. By executing this notice of
exercise form, the undersigned Holder represents that it has complied with the percentage limitation provisions of Section 2(c) of this warrant. 
 (2) Please issue a certificate or certificates representing said securities in the name of the undersigned or in such other name as is specified below: 

 

			
	The Units shall be delivered to the following:
                                         
                                         
            	  	
		
	Name of Investing Entity:
                                         
                                         
                                         
  	  	
		
	Signature of Authorized Signatory of Investing Entity:
                                         
                                      	  	
		
	Name of Authorized Signatory:
                                         
                                         
                                  	  	
		
	Title of Authorized Signatory:
                                         
                                         
                                    	  	
		
	Date:
                                         
               	  	

 (Check one of the following) 

 

	 ̈	The exercise of the attached Warrant was solicited by Roth Capital Partners, LLC. 


 

	 ̈	The exercise of the attached Warrant was unsolicited. 

 As required by FINRA Rule 5110(f)(2)(K), no solicitation fee will be payable to the underwriters with respect to the exercise of a Series B Warrant if: 

 

	•	 	 the market price of the underlying shares of Common Stock is lower than the exercise price of the Series B Warrant at the time of exercise;



  

	•	 	 the Series B Warrant is held in a discretionary account of an underwriter at the time of exercise, unless prior specific written approval for the
exercise is received from the holder; 


  

	•	 	 the arrangement to pay the solicitation fee is not disclosed in any prospectus provided to the holder of the Series B Warrant at the time of exercise;



  

	•	 	 the Series B Warrant is exercised in an unsolicited transaction; or 



 

	•	 	 the holder of the Series B Warrant has not confirmed in writing that exercise was solicited and that the underwriters solicited the exercise.










 ASSIGNMENT FORM 

(To assign the foregoing warrant, execute this form and supply required information. 

Do not use this form to exercise the warrant.) 
 FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
                                         :

 whose address is 
  

					
	  
	  		  	


                         
                                         
                               . 

Dated:                 
    ,            
  

							
	                            
Holder’s Signature:	 	  
	  	
			
	                            
Holder’s Address:	 	  
	  	
			
		 	  
	  	

 Signature Guaranteed:
                                         
            
 NOTE: The signature to this Assignment Form must correspond with the
name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.