Exhibit 10.5
September ,
2005
To the Purchasers as Defined
in the Purchase Agreement
Re:
Lock-up Letter
Purchasers:
Reference is made to the Securities
Purchase Agreement, dated September 15, 2005 (the “
Purchase Agreement ”), among Advanced Cell
Technology, Inc. (the “ Company ”) and the
purchasers signatory thereto (the “ Purchasers
”). Capitalized terms used herein but not otherwise
defined shall have the meaning ascribed to them in the Purchase
Agreement.
In order to induce the Purchasers to
enter into the Purchaser Agreement, from the date hereof until the
one year anniversary following the Effective Date of the
Registration Statement, the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, (or enter into
any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any
affiliate of the undersigned), directly or indirectly, including
the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the
Exchange Act and the rules and regulations of the Commission
promulgated thereunder (each, a “Transfer”) with
respect to, any shares of Common Stock beneficially owned or held
by the undersigned. Beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange
Act. In order to enforce this covenant, the Company will
impose irrevocable stop-transfer instructions preventing the
transfer agent from effecting any actions in violation of this
agreement.
Notwithstanding the foregoing,
following the Effective Date, in the event that the undersigned is
no longer an officer or director of the Company (the date on which
such person is no longer an officer or director the “Trigger
Date”), and beneficially owns less than 500,000 shares of
Common Stock on the Trigger Date, then the undersigned shall be
permitted to make Transfers of the shares of the Company’s
Common Stock held by the undersigned on a quarterly basis,
beginning on the calendar quarter following the later of
(i) the 3 month anniversary o
