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Standstill And Forbearance Agreement

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STANDSTILL AND FORBEARANCE AGREEMENT



This Standstill and Forbearance Agreement (this " Agreement ") is made and entered into as of July 29, 2009 by and among (a) Advanced Cell Technologies, Inc., a Delaware corporation (" ACTC " or the " Company ") and (b) the senior noteholders identified on the signature pages hereof (each, a " Lender ", and collectively the " Lenders ").



RECITALS



(a) The Company and the Lenders are parties to that certain (i) Securities Purchase Agreement, dated September 15, 2005, as amended (the " September 2005 Purchase Agreement ") pursuant to which the Company issued to the Lenders convertible debentures (the " September 2005 Debentures "), (ii) Securities Purchase Agreement, dated August 30, 2006, as amended (the " August 2006 Purchase Agreement ") pursuant to which the Company issued to the Lenders Amortizing Convertible Debentures due August 30, 2009 (the " August 2006 Debentures "), (iii) Securities Purchase Agreement, dated August 31, 2007, as amended (the " August 2007 Purchase Agreement ") pursuant to which the Company issued to the Lenders Amortizing Senior Secured Convertible Debentures due August 31, 2010 (the " August 2007 Debentures ") and (iv) 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 Lenders Original Issue Discount Senior Secured Convertible Debentures due March 31, 2009 (the " March 2008 Debentures " and collectively with the September 2005 Debentures, August 2006 Debentures and August 2007 Debentures, the " Debentures "). As of the date hereof, the outstanding principal amount of the Debentures is equal to $12,835,804.70, in the aggregate, plus continuing and accruing interest, fees and costs under the Transaction Documents (such outstanding amount, the " Indebtedness ").



(b) The Company acknowledges that an Event of Default has occurred under the Debentures as set forth on Schedule 1 attached hereto (the " Existing Defaults "). As a result of the occurrence and continuation of the Existing Defaults, the Lenders are entitled to, among other things, immediately enforce their rights and remedies against the Company.



(c) The Company has requested that the Lenders refrain and forbear from exercising certain rights and remedies with respect to the Indebtedness, and the Lenders are willing to do so on the terms and conditions set forth herein.



NOW THEREFORE , in consideration of the premises and the mutual agreement contained therein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:



Section 1. Definitions and Recitals . Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement. The above recitals shall be incorporated and construed as part of this Agreement.


















Section 2. Ratification and Incorporation of Purchase Agreement, Debentures, and Related Agreements . Except as expressly modified by this Agreement, (a) the Company hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Purchase Agreement, Debentures, and related Transaction Documents, which documents are valid, binding and in full force and effect and (b) all of the terms and conditions set forth in the foregoing Transaction Documents are legal, valid and binding obligations and are incorporated herein by this reference as if set forth in full herein.



Section 3. Acknowledgement of Indebtedness .



(a) The Company acknowledges and agrees that as of the date hereof, the aggregate principal amount of the Indebtedness due under the Debentures is not less than $50,613,127 (inclusive of outstanding principal amount, original issue discount amounts and other amounts due and outstanding). The Company represents and agrees that it has no offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to the liability or amount of such foregoing Indebtedness.



(b) In addition to the amount set forth above, the Company is and shall be liable to the Lenders for all interest accrued and accruing, fees, costs, liquidated damages, expenses, and costs of collection (including attorney's fees and expenses and other amounts due under the Purchase Agreement and other Transaction Documents) heretofore or hereafter accrued or incurred in connection with the Indebtedness, including, without limitation, all attorney ?s fees and expenses incurred in connection with the negotiation and preparation of this Agreement and all documents, instruments, and agreements incidental hereto, as provided in the applicable Transaction Document; and



(c) The Company hereby acknowledges and agrees that Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Lenders to accrue interest at the default rate of interest and to exercise its rights and remedies under the Transaction Documents, applicable law or otherwise. Lenders have not waived, presently do not intend to waive and may never waive such Existing Defaults and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute any such waiver. The Company hereby acknowledges and agrees that Lenders have the right to declare the Indebtedness to be immediately due and payable under the terms of this Agreement.



Section 4. The Standstill Period . In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to Section 6, each Lender agrees that it will forbear from exercising its rights and remedies.







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Section 5. Termination of Standstill Obligations .



(a) The obligation of any Lender under Section 4 hereof shall terminate (the " Termination ") on the earliest of (i) the date, if any, on which a petition for relief under the United States Bankruptcy Code or any similar state or Canadian law is filed by or against the Company or any of its subsidiaries or (ii) the date this Agreement is otherwise terminated or expires, it being understood that the Lenders holding 67% of the then outstanding principal amount of the Debentures shall have the right to terminate this Agreement on 3 Business Days' prior notice to the Company. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, a Lender (the " Injured Lender ") shall have the right to take action against the Company pursuant to this Agreement or the Transaction Documents without the consent of any other Lender in the event that the Company defaults on a material obligation to such Injured Lender and such treatment of the Injured Lender is disproportionate to the treatment afforded by the Company to any other Lender; provided that such action shall only seek a remedy to the extent required to afford such Injured Lender equal treatment in proportion to such other Lenders and further, prior to taking such action, written notice shall be provided to all other Lenders.



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