Exhibit 10.7
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
THIS NOTE IS SUBJECT TO SUBORDINATION PROVISIONS
SET FORTH HEREIN.
CONVERTIBLE PROMISSORY
NOTE
(UNSECURED)
On July 1, 2006, for value
received, ADVANCED CELL TECHNOLOGY, INC., a Nevada corporation
formerly known as A.C.T. Holdings, Inc. (herein referred to as
“HOLDINGS” or “Maker”), hereby promises to
pay to the order of
,
individually (the “Holder”), the principal sum of
Dollars
($ ),
together with interest on said principal sum from the date hereof
until paid in full at the rate of 7.5% per annum (as adjusted as
hereinafter set forth); provided , however , in the
event that, prior to July 1, 2006 (the “Payment
Date”), the Maker has paid hereunder to the Holder an amount
in the aggregate equal to
Dollars
($ )
(the “Partial Payment”), the remaining outstanding
balance due under this Note (including principal and past due
interest) shall not be due until January 15,
2007. If this Note is not paid in full on or
before, (i) in the event that the Maker has not made the
Partial Payment, July 1, 2006, or (ii) in the event that
the Maker has made the Partial Payment, January 15, 2007,
interest on the outstanding balances due under this Note (including
principal and past due interest) shall thereafter accrue until paid
in full, at the rate of 12.0% per annum. Interest shall be
calculated on the basis of actual days elapsed and a 360-day
year
This Note may be prepaid in whole or
in part at any time without penalty at the option of the Maker
hereof.
The Holder of this Note shall have
the right, but not the obligation to, from time to time, convert
any part or all of the outstanding principal and accrued interest
hereunder from time to time into shares of Common Stock and/or
other securities issued by the Maker, as selected by the Holder, at
the Warrant Purchase Price (as defined in the Warrant), pursuant to
and in
accordance with the warrant dated the date
hereof issued by the Maker to the Holder titled “Warrant to
Purchase Securities of Advanced Cell Technology, Inc., a
Nevada corporation formerly known as A.C.T. HOLDINGS, Inc. or
Successor”, a copy of which is attached hereto (the
“Warrant”) as Exhibit A , provided,
however, that in no event may Holder convert this Note into Senior
Indebtedness, as defined herein.
In order to exercise the conversion
right, the Holder shall provide written notice to the Maker of the
portion of this Note (which such portion must represent at least
ten (10%) of the then outstanding principal and interest) which the
Holder elects to convert and written instructions regarding the
delivery of certificates for shares of stock or other securities
purchased thereby. The Holder shall, upon the delivery of the
notice as provided herein (and other documents required under the
Warrant in connection with an exercise thereunder), be deemed the
holder of the stock or securities so purchased and the amount of
principal or interest hereunder so converted shall be credited to
payments of outstanding principal and/or interest under the Note in
the order as determined by the Holder.
All payments on account of principal
and interest hereof or conversion of principal and interest to
shares or securities, shall be recorded by Holder and, prior to any
transfer hereof, endorsed on the grid attached hereto as
Exhibit B which is a part of this Note. The
entries on the records of the Holder (including any appearing on
this Note) shall be prima facie evidence of amounts
outstanding hereunder.
This Note shall, at the option of
the Holder, become immediately due and payable without notice or
demand upon the occurrence of any of the following
events:
(a)
Failure to make any payment hereunder when due;
(b)
Any warranty or representation made
or furnished to the Holder by or on behalf of any Maker or endorser
hereof shall prove to have be
