Ocata Therapeutics Inc fka OCAT

[rocky301]

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

WHEREAS, Gemini Master Fund, Ltd ("Gemini") entered into certain agreements with Advanced Cell Technology, Inc. ("Advanced Cell") entitling Gemini to receive common stock purchase warrants exercisable into shares of Advanced Cell common stock (the "Warrants"); and

A.Advanced Cell shall deliver to Gemini an aggregate of 20,000,000 shares of Advanced Cell common stock (the "Shares"), issuable upon cashless exercise of all Warrants issued by Advanced Cell to Gemini. This Agreement hereby constitutes such cashless exercise by Gemini, and the Company agrees that no further notices or actions by Gemini are required. The Company represents and warrants that all the Shares are freely tradable and without restriction pursuant to Rule 144. All the Shares shall be electronically delivered to the following account of Gemini by DWAC within 48 hours following the date hereof
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000631/ex10149.htm