THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER. AS SUCH THE HOLDER
MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION
UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER
SUCH LAWS EXISTS.
ADVANCED CELL TECHNOLOGY, INC.
1. Promise to Pay . FOR VALUE RECEIVED, the undersigned, ADVANCED CELL
TECHNOLOGY, INC. , a Delaware corporation (referred to alternatively as the “ Maker ” or the “
Company ”), promises to pay to the PDPI, LLC, a Delaware limited liability company, or its assigns (the “
Noteholder ”), at such place as the Noteholder hereof shall notify the Maker in writing the principal amount of
Sixty Thousand Dollars ($60,000)
or so much of that sum as may be advanced and outstanding under this Convertible Promissory Note (this “
Note ”). This Note evidences a loan (the “ Loan ”) from the Noteholder to the Maker. Advances under this
Note shall be added to the principal amount of the Loan, as and when made, as reflected in the Advance
Schedule attached hereto as Exhibit A. Each payment under this Note shall first be credited against accrued and
unpaid interest, and the remainder shall be credited against principal. All amounts payable under this Note shall
be paid in lawful money of the United States of America during normal business hours on a business day, in
immediately available funds. A Member of the Noteholder on behalf of the Noteholder shall advance the Maker
the sum of Sixty Thousand Dollars ($60,000.00) upon execution of this Note.
2. Principal . All outstanding principal and all accrued and unpaid interest and all other amounts
owed hereunder (the “ Outstanding Balance ”), unless earlier converted pursuant to the terms describe