**Exhibit 9.1**

 

**AdvancedCell****Technology, Inc.**

 

**VOTING****AGREEMENT**

 

This VotingAgreement (the ***“Agreement”***) is madeeffective as of December    , 2004, by and among AdvancedCell Technology, Inc. a Delaware corporation (the **“*Company”***) and               (***“Stockholder”***).

 

RECITALS

 

1.  Stockholderis an investor in the Company’s Series AConvertible Preferred Stock and callable Warrants offered pursuant toConfidential Private Placement Memorandum dated as of November 10, 2004,as amended (“Series A”).

 

2.  TheCompany is currently negotiating with a company whose stock is qualified forlisting on the OTCBB (the “PubCo”). The proposed reverse merger, should it beconsummated, would result in the Company being merged with a wholly-ownedsubsidiary of PubCo whereby the Company would become a wholly-owned subsidiaryof PubCo (the “Merger”). Upon the merger between the Company PubCo’s subsidiary, the Company would be considered the “survivingentity” and the subsidiary of PubCo would be considered the “disappearing entity”.Upon closing of the reverse merger, should it occur, each Company Series A shareholder would be entitled to receive shares (in theratio as stated in the definitive merger agreement) of PubCo in exchange fortheir Company Series A shares. The Company cannot guarantee that adefinitive merger agreement will be executed nor can the Company guaranteethat, should a definitive agreement be executed, that any conditions to closingsuch a transaction will be satisfied. However, should the Company successfullycomplete negotiations with PubCo, execute a definitive merger agreement and successfully close a reversemerger with PubCo, the Company anticipates needing shareholder approval ofcertain actions by PubCo.

 

3.  Stockholdermay be or become a shareholder of PubCo either as part of the mergertransaction or independently therefrom.

 

4.  TheStockholder and the other stockholders of the Company will receive a materialbenefit as a result of the Merger and that benefit will, insubstantial part, bea function of the ability of PubCo to provide for the Company’s ongoing capitalrequirements and provide incentive for the Company’s executives throughparticipation in its stock option program(s).

 

5.  Stockholderagrees to vote any shares of Common Stock of PubCo owned by him, whetherresulting from the Merger and any related transactions, or otherwise owned byhim independent therefrom, in the manner set forth in this Agreement.

 

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6.  Theparties desire to enter into this Agreement and to provide that in exercisingany voting rights related to the subject matter of this Agreement, the sharesof the Company’s voting stock held by Stockholder shall be voted as provided inthis Agreement,

 

AGREEMENT

 

NOW THEREFORE,in consideration of the mutual covenants and agreements set forth herein andfor other good and valuable consideration the receipt and adequacy of which ishereby acknowledged, the parties hereto, intending to be legally bound, herebyagree as follows:

 

**ARTICLE 1**

 

**General;Definitions**

 

1.1 CertainDefinition. As used in this Agreement, the following terms shall have thefollowing respective meanings:

 

***“Common*Stock”** shall mean the common stockof any PubCo with which a Merger is effected, whether owned by theStockholder resulting from the Merger and any related transactions, orotherwise owned by him independent of any Merger.

 

**ARTICLE 2**

 

**Agreementto Vote**

 

2.1 Agreementto Vote. During the term of this Agreement, Stockholder hereby agrees andcovenants to vote or cause to be voted all of his ***Common******Stock*****thenowned by him, or over which he has voting power, at any regular or specialmeeting of stockholders, or, in lieu of any such meeting, to give his writtenconsent in any action by written consent of the stockholders, in favor of eachof the following items:

 

(a) Theamendment of the Articles of Incorporation of the PubCo to:

 

(i) increasethe authorized shares of Common Stock of the PubCo to whatever level the boardof directors of the PubCo approves and submits to vote of its shareholders; and

 

(ii) approve a stock option plan that the PubCo’s Board ofDirectors has determined to be necessary or advisable as being in the bestinterests of the Company and its shareholders.

 

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2.2 FurtherAssurances. Stockholder shall take such action as may be reasonably necessaryto perform his obligations hereunder.

 

**ARTICLE 3**

 

**Miscellaneous**

 

3.1 Termination.This Agreement shall remain in effect until the conclusion of any stockholdersmeeting, and any adjournment thereof, duly called and held within 24 monthsfollowing the date hereof to consider and vote on the matters set forth in Section 2.1hereof (the “***Shareholder Approvals***”*)*(or the conclusion of anysolicitation of consents to such matters in lieu of a stockholders’ meeting).From and after such date, this Agreement shall terminate automatically andwithout further action by any of the parties.

 

3.2 Successors.The terms of this Agreement shall be binding upon and inure to the benefit ofthe heirs, personal representatives, successors and assigns of the parties heretoand each transferee or assignee of the shares subject to this Agreement shallcontinue to be subject to the terms hereof.

 

3.4 GoverningLaw. This Voting Agreement shall be governed in all respects by the laws ofthe State of Delaware without regard to choice of laws or conflict of lawsprovisions thereof.

 

3.5 SpecificPerformance. In the event of a breach by any party of its obligation tovote or act as provided in this Agreement, any aggrieved party shall beentitled to a decree of specific performance. The aggrieved party shall not bedenied specific performance by a court on the ground that a remedy at law isadequate or on other grounds relating to the jurisdiction of a court of equity.

 

3.6 Successorsand Assigns. This Agreement and all rights, duties and obligationshereunder shall inure to the benefit of, and be binding upon, the successors,assigns, heirs, executors and administrators of the parties.

 

3.7 EntireAgreement; Amendment. This Agreement and any term hereof may be amended,waived, discharged or terminated (either generally or in a particular instanceand either retroactively or prospectively) only by a written instrument signedby the Company and Stockholder; provided, however, that no amendment heretoshall affect the obligation of Stockholder to vote in favor of the ShareholderApprovals. Any amendment or waiver of this Agreement so effected shall bebinding upon each of the parties to this Agreement. This Agreement constitutesthe full and entire understanding and agreement between the parties with regardto the subject matter hereof. Any prior agreements, understandings orrepresentations with respect to the subject matter hereof, are superseded bythis Agreement and shall have no further force or effect.

 

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3.8 Notice.All notices and other communications required or permitted hereunder shall bein writing and shall be sent by first-class United States mail or delivered inperson or sent via next day Federal Express delivery or any othernationally-recognized overnight delivery service or by facsimile (withconfirmation of receipt), addressed:

 

(a) if to Stockholder, at such address as set forth oppositeStockholder’s signature to this Agreement, or at such other address asStockholder shall have furnished to the Company in writing;

 

(b) if toany other holder of any securities subject to this Agreement, at such addressas such holder shall have furnished to the Company in writing, or, until anysuch holder so furnishes an address to the Company, then to and at the addressof the last holder of such securities who has so furnished an address to theCompany; or

 

(c) if to the Company, at the address set forth below thesignature of the Company’s duly authorized representative.

 

Notice shallbe deemed to be received for purposes of this Agreement (i) whendelivered, if delivered in person, (ii) one (1) business day afterhaving been deposited for delivery, if delivered by next day Federal Expressdelivery or any other nationally-recognized overnight delivery service, (iii)three (3) days after having been deposited in the United States mails withfirst class postage prepaid and addressed to the recipient and (iv) whensent, if delivered by facsimile (with confirmation of receipt).

 

3.9 Delaysor Omissions. No delay or omission to exercise any right, power or remedyaccruing to any party upon any breach or default under this Agreement shallimpair any such right, power or remedy of such party, nor shall it be construedto be a waiver of any such breach or default or an acquiescence therein, or ofor in any similar breach or default thereafter occurring; nor shall any waiverof any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring. Any waiver, permit, consent orapproval of any kind or character of any breach or default under thisAgreement, or any waiver on the part of any party of any provisions orconditions of this Agreement, must be made in writing and shall be effectiveonly to the extent specifically set forth in such writing. All remedies, eitherunder this Agreement or by law or otherwise afforded to any holder, shall becumulative and not alternative.

 

3.10 Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Agreement shall be held to be prohibited by or invalid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of such provisionor the remaining provisions of this Agreement.

 

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3.11 Counterparts.This Agreement may be executed in any number of counterparts and by facsimile,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.

 

**IN WITNESSWHEREOF**, the undersigned have executed this VotingAgreement as of the date first set forth above.

 
| Advanced Cell Technology, Inc. |   |
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| By:                                 |   |   |
| Its                                 |   |   |
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| Stockholder                         |   |
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