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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
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:
1. Agreement to Nominate and Appoint.
(a) During the term of this Agreement, the Company shall appoint a designee of Anthem (the "Anthem Director")
as a member of the Board to hold such position until his/her death, resignation or removal. Anthem shall have the right,
in its sole discretion, to designate the Anthem Director. During the term of this Agreement, the Company shall use its
best efforts to cause (i) the Anthem Director to remain a director, (ii) the Anthem Director to be nominated and elected to
the Board in any election of directors, and (iii) if the Anthem Director ceases for any reason to be a member of the Board
during his term as a director, then the Company shall use its best efforts, subject to applicable laws and regulations, to
cause such vacancy to be filled by a replacement, reasonably acceptable to the Company, designated by Anthem.
(b) In the event Anthem designates an Anthem Director that is not an "independent director," (within the meaning