0001144204-11-048204 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2011 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • California

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 1, 2011 (the “Effective Date”), by and between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (the “Company”) and GARY H. RABIN, an individual (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2011 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Employment Agreement (“Agreement”) is made and effective as of July 1, 2011 ("Effective Date"), by and between Robert P. Lanza, an individual and a resident of the Commonwealth of Massachusetts (hereinafter referred to as the "Executive"), and Advanced Cell Technology, Inc., a Delaware corporation, and having a place of business at Worcester, MA (hereinafter referred to as the "Company").

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • August 17th, 2011 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • California

WHEREAS, Midsummer Investment, Ltd. and Midsummer Small Cap Master, Ltd. (collectively, “Midsummer”) hold Warrants issued by Advanced Cell Technology, Inc. (“Advanced Cell”) dated August 30, 2006, August 31, 2007, August 31, 2007 and March 31, 2008 to purchase 218,761 shares, 871,527 shares, 5,536,765 shares and 3,346,667 shares respectively, which upon final adjustment on July 29, 2009 entitled the holder to purchase an aggregate of 19,027,991 shares to Advanced Cell common stock, and Warrants Nos. 2009-A-008-1 and 2010-A-008-1 entitling the holder to purchase an aggregate of 1,291,740 shares of Advanced Cell common stock respectively, in all cases subject to adjustments (all such Warrants being referred to herein as the “Warrants”); and

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