THIS NOMINATION AGREEMENT (this "Agreement") is made as of September 21, 2007, by and between Advanced Cell Technology, Inc., a Delaware corporation (the "Company") and Anthem Ventures Fund, LP ("Anthem").
A. Anthem is currently a substantial shareholder of the Company and also owns warrants to purchase shares of common stock of the Company.
B. In connection with the Company's 2005 Series A Preferred Stock financing, the Company agreed in August 2005 to the nomination and appointment of a designee of Anthem to the Company's board of directors (the "Board") ("Prior Nominating Agreement").
C. Anthem and the Company desire to amend the Prior Nominating Agreement as set forth herein.
In consideration of the mutual premises and covenants set forth herein, the Company and Anthem hereby agree as follows: