AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of July 31, 2007, by and among MYTOGEN, INC., a Delaware corporation (the "Company"), the stockholders and holders of Stock Rights of the Company listed on Schedule I (the "Stockholders"), ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (the "Buyer"), and ACT ACQUISITION SUB, INC., a Delaware corporation (the "Buyer Subsidiary") and a wholly-owned subsidiary of the Buyer. Certain capitalized terms used in this Agreement are defined in Exhibit A.
ESCROW AGREEMENTEscrow Agreement • October 1st, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
This Escrow Agreement (this "Agreement") is made and entered into as of September 20, 2007, by and among Advanced Cell Technology, Inc., a Delaware corporation (the "Buyer"), Michael O'Malley (the "Stockholder Representative"), and Mellon Trust of New England, N.A., a national banking association, as escrow agent (the "Escrow Agent"). The Stockholder Representative and the Buyer are referred to herein collectively as the "Escrow Parties." Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • October 1st, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Consulting Agreement ("Agreement") is made and entered into as of the 19th day of September, 2007 (the "Effective Date"), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at 11100 Santa Monica Blvd, Suite 850, Los Angeles, CA 90025 ("ACT") through its wholly owned subsidiary Mytogen, Inc., a Delaware corporation with offices located at 79/96 Thirteenth Street, Charlestown, MA 02129 ("Mytogen"), and Dib, LLC, an Arizona limited liability company with offices located 3951 East Paradise View Drive, Paradise Valley, AZ 85253.
NOMINATION AGREEMENTNomination Agreement • October 1st, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Delaware
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").
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of September 20, 2007, (the "Effective Date") by and among Advanced Cell Technology, Inc., a Delaware corporation (the "Company") and Jonathan Dinsmore, Ph.D. ("Employee").
