Exhibit 10.47


 





EMPLOYMENT
AGREEMENT


 


This Employment Agreement (“Agreement”)
is made as of the 7th day of December, 2013, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”),
and Eddy Anglade (the “Executive”).


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


1.Position and Duties. The Executive
shall serve as the Executive Vice President of Clinical Development, of the Company, and shall have such powers and duties as may
from time to time be prescribed by the Board of Directors of the Company (the “Board”), the Chief Executive
Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote his full working time
and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards
of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such
services and activities are disclosed to the Board and do not interfere with the Executive’s performance of his duties to
the Company as provided in this Agreement.


 


2.Compensation and Related Matters.


 


(a)Base Salary. The Executive’s
initial base salary shall be paid at the rate of $366,000 per year. The Executive’s base salary may be redetermined annually
by the Board or the Compensation Committee. The annual base salary in effect at any given time is referred to herein as
“Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll
practices for senior executives.


 


(b)Incentive Compensation. Commencing
in FY 2014, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation
Committee from time to time. The Executive’s target annual incentive compensation shall be twenty-five (25%) percent of his
Base Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation
is paid.


 


(c)Stock Options. The Executive
shall be granted options under the Company’s Long Term Incentive Plan to purchase 10,000,000 shares of the Company’s
common stock at the fair market value on the date of the option grant (the “Award Date”). Provided the Executive is
a Company employee on the applicable vesting date, Executive’s right to exercise the options will vest as follows: 25% on
the first anniversary of the Award Date; 50% the second anniversary of the Award Date; 75% on the third anniversary of the Award
Date; and 100% on the fourth anniversary of the Award Date. This Section 2(c) is only a summary of the Executive’s stock
options, the Company’s stock option plan and associated stock option agreement (the “Equity Documents”) shall
govern the terms and conditions of Executive’s stock options.


 


(d)Expenses. The Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder,
in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.


 



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(e)Work Location; Monthly Supplemental
Payments. The Executive’s principal work location shall be the Company’s headquarters, currently located in Marlborough,
Massachusetts (the “Work Location”). It is understood that the Executive shall initially commute from his residence
in New Jersey to the Work Location. Except for business travel and holidays/vacation, it is expected that the Executive shall report
to the Work Location at least four (4) business days per week. In recognition of the Executive’s costs associated with travel
to and housing near the Work Location, the Company shall provide the Executive with monthly payments of $3,000, less deductions
and withholdings (each a “Monthly Supplemental Payment”) for one year from the Exectuive’s first day of employment.
Thereafter, the Company may agree to continue to pay the Executive the Monthly Supplemental Payments in its discretion.


 


(f)Other Benefits. The Executive
shall be eligible to participate in or receive benefits under the Company’s employee benefit plans, including any executive
equity compensation plans, in effect from time to time, subject to the terms of such plans.


 


(g)Vacations. The Executive shall
be entitled to accrue up to twenty (20) paid vacation days in each year, which shall be accrued ratably, subject to the Company’s
vacation policy in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to
its executives.


 


3.Termination. The Executive’s
employment hereunder may be terminated without any breach of this Agreement under the following circumstances:


 


(a)Death. The Executive’s
employment hereunder shall terminate upon his death.


 


(b)Disability. The Company may
terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s
then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which
need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled
so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without
reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in
reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable
objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification
shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request
of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such
certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b)
shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family
and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101
et seq.






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(c)Termination by Company for Cause.
The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause”
shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties,
including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other
than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive
of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would
reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates
if he were retained in his position; (iii) continued non-performance by the Executive of his duties hereunder (other than by reason
of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following
written notice of such non-performance from the Board of Directors or the CEO; (iv) a breach by the Executive of any of the provisions
contained in Section 7 of this Agreement; (v) a material violation by the Executive of the Company’s written employment policies,
including, without limitation, any insider trading policies (or related procedures) in effect from time to time; or (vi) failure
to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being
instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to
be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in
connection with such investigation.


 


(d)Termination Without Cause. The
Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the
Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does
not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.


 


(e)Termination by the Executive.
The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For
purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process”
(hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s
responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board
salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management
employees of the Company; (iii) a change in the principal location at which the Executive provides services to the Company of 100
miles or more; or (iv) the material breach of this Agreement by the Company (each a “Good Reason Condition”). Notwithstanding
the foregoing, a suspension of the Executive’s responsibilities, authority and/or duties for the Company during any portion
of a bona fide internal investigation or an investigation by regulatory or law enforcement authorities shall not be a Good Reason
Condition. “Good Reason Process” shall mean that (I) the Executive reasonably determines in good faith that a Good
Reason Condition has occurred; (II) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition
within 60 days of the first occurrence of such condition; (III) the Executive cooperates in good faith with the Company’s
efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition;
(IV) notwithstanding such efforts, the Good Reason Condition continues to exist; and (V) the Executive terminates his employment
within 60 days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason
shall be deemed not to have occurred.


 



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(f)Notice of Termination. Except
for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination
by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement,
a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement
relied upon.


 


(g)Date of Termination. “Date
of Termination” shall mean: (i) if the Executive’s employment is terminated by his death, the date of his death; (ii)
if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company with or without
Cause under Sections 3(c) or 3(d), the date on which Notice of Termination is given; (iii) if the Executive’s employment
is terminated by the Executive under Section 3(e) without Good Reason, 30 days after the date on which a Notice of Termination
is given, and (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) with Good Reason, the
date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that
the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and
such acceleration shall not result in a termination by the Company for purposes of this Agreement.


 


4.Compensation Upon Termination.


 


(a)Termination Generally. If the
Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or
to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid
expense reimbursements (subject to, and in accordance with, Section 2(d) of this Agreement) and unused vacation that accrued through
the Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through
the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit
plans (collectively, the “Accrued Benefit”) on or before the time required by law but in no event more than 30 days
after the Executive’s Date of Termination.


 


(b)Termination by the Company Without
Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause
as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company
shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among
other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return
of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner
satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming
irrevocable within the time period set forth in the Separation Agreement and Release, and in no event longer than 60 days after
the Date of Termination:


 



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(i)the Company shall pay the
Executive an amount equal to the Executive’s Base Salary. Notwithstanding the foregoing, if the Executive breaches any of
the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and


 


(ii)if the Executive was participating
in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then,
subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder
of the premiums for the Executive’s participation in the Company’s group health plan: (I) for 12 months; (II) until
the Executive becomes eligible for group medical care coverage through other employment; or (III) for the Executive’s COBRA
health continuation period, whichever ends earliest; provided that Executive notifies the Company promptly when Executive
becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related
to COBRA eligibility; and


 


(iii)the amounts payable under
this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice
over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins
in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year
by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts
retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).


 


The exercise of any stock options and other
stock-based awards held by the Executive at the time of such termination shall be subject to the terms of the Equity Documents.


 


5.Change in Control Payment.
The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding
the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended
to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity
during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede,
the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment
occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate
and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.


 


(a)Change in Control. If within
12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in
Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the signing
of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within
60 days after the Date of Termination,


 



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(i)the Company shall pay the
Executive a lump sum in cash in an amount equal the Executive’s Base Salary (or the Executive’s Base Salary in effect
immediately prior to the Change in Control, if higher);


 


(ii)notwithstanding anything
to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards
held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination.
The exercise of any such stock options shall be subject to the terms of the Equity Documents; and


 


(iii)if the Executive was participating
in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then,
subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder
of the premiums for the Executive’s participation in the Company’s group health plan: (I) for twelve (12) months; (II)
until the Executive becomes eligible for group medical care coverage through other employment; or (III) for the Executive’s
COBRA health continuation period, whichever ends earliest; provided that Executive notifies the Company promptly when Executive
becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related
to COBRA eligibility; and


 


(iv)The amounts payable under
this Section 5(a) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if
the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be
paid in the second calendar year by the last day of such 60-day period.


 


(b)Additional Limitation.


 


(i)Anything in this Agreement
to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or
for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)
and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by
Section 4999 of the Code, the following provisions shall apply:


 


(A)If
the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and
employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.


 


(B)If
the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of
(1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance
Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the
extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance
Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments
subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent
any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological
order.


 



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(ii)For the purposes of this
Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount” within the
meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive
with respect to such excise tax.


 


(iii)The determination as to
which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting
firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is
reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section
5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation
applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the
highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination,
net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any
determination by the Accounting Firm shall be binding upon the Company and the Executive.


 


(c)Definitions. For purposes of
this Section 5, the following terms shall have the following meanings:


 


“Change in Control” shall mean
any of the following:


 


(i)any “person,”
as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other
than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee
benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates”
(as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such
term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more
of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the
Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the
Company); or


 



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(ii)the date a majority of the
members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority
of the members of the Board before the date of the appointment or election; or


 


(iii)the consummation of (A)
any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash
or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer
(in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially
all of the assets of the Company.


 


Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition
of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate
number of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then
outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial
owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction
or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent
or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall
be deemed to have occurred for purposes of the foregoing clause (i).


 


6.Section 409A.


 


(a)Anything in this Agreement to the contrary
notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code,
the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of
the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional
tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such
payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one
day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is
otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise
have been paid during the six-month period but for the application of this provision, and the balance of the installments shall
be payable in accordance with their original schedule.






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(b)All in-kind benefits provided and expenses
eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods
set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any
reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The
amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits
to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate
limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange
for another benefit.


 


(c)To the extent that any payment or benefit
described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to
the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or
benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and
when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation
Section 1.409A-1(h).


 


(d)The parties intend that this Agreement
will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous
as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder
comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for
purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested
by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in
order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(e)The Company makes no representation
or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined
to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions
of, such Section.


 


7.Confidential Information, Noncompetition
and Cooperation.


 


(a)Restrictive Covenant. The Executive
agrees to comply with the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement attached hereto
as Exhibit 1 (the “Employee Agreement”), the terms of which are hereby incorporated by reference into Section 7 of
this Agreement.


 


(b)Third-Party Agreements and Rights.
The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other
party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in
any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s
employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations
the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive
will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or
other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public
information belonging to or obtained from any such previous employment or other party.


 



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(c)Litigation and Regulatory Cooperation.
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution
of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate
to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation
in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s
employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while
the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses
incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(c).


 


(d)Injunction. The Executive agrees
that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of
the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach.
Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Company
shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to
restrain any such breach without showing or proving any actual damage to the Company.


 


8.Consent to Jurisdiction. The
parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District
Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal
jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute,
rule of court, or otherwise) with respect to personal jurisdiction or service of process.


 


9.Integration. This Agreement
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements
between the parties concerning such subject matter, provided the Employee Agreement and the Equity Documents shall remain
in full force and effect.


 


10.Withholding. All payments
made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the
Company under applicable law.


 



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11.Successor to the Executive.
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators,
heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination of employment but
prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to
the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails
to make such designation).


 


12.Enforceability. If any portion
or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall
to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.


 


13.Survival. The provisions of
this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the
extent necessary to effectuate the terms contained herein.


 


14.Waiver. No waiver of any provision
hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance
of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


15.Notices. Any notices, requests,
demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent
by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested,
to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its
main offices, attention of the Board.


 


16.Amendment. This Agreement
may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the
Company.


 


17.Governing Law. This is a Massachusetts
contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without
giving effect to the conflict of laws principles of such Commonwealth. With respect to any disputes concerning federal law, such
disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals
for the First Circuit.


 


18.Counterparts. This Agreement
may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but
such counterparts shall together constitute one and the same document.


 


19.Successor to Company. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the
Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this
Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.


 



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20.Gender Neutral. Wherever used
herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates
otherwise.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement effective on the date and year first above written.


 




 





	 	ADVANCED CELL TECHNOLOGY, INC.
	 	 
	 	 
	 	By:  /s/ Gary Rabin
	 	Its:  CEO
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	/ s/ Eddy Anglade
	 	Eddy Anglade




 


 


 






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