Letter to ACT Board of Directors

Advanced Cell Technology Board of Directors,

First, we would like to thank you for all your hard work the last few years in an effort to put ACT on the right path to success. We really do understand the commitment it has taken from every ACT employee and the board to put ACT where it is today. We shareholders see very clearly the light at the end of the tunnel that is a product of this collective hard work.

We commend Mr. Rabin on assembling a top notch board of directors. We congratulate him on a number of accomplishments over the past two years. We are grateful to Mr. Rabin for stepping in when there was no one else. Where ACT stands today is light years from where it was prior to 2011. Gary Rabin deserves a lot of credit for putting to bed lawsuits and allowing the science to progress.

He also needs to be held accountable, just like any CEO, by shareholders and by the board. The filing of the amended 10K & Form 4 this week was a watershed moment for many shareholders who had put up with many mistakes over the years. Our issue is two-fold: the information contained, but also the lack of communication left many of us wondering what exactly happened here and to what extent the board reviewed the matter. Without any communication, we are left to speculate. We feel that when issues like this arise, shareholders deserve clear communication from the company and the board.

The company has often stated that with the pipeline of products and promise that it brings, it does not belong on the OTC. We couldn’t agree more. This promising science deserves management that meets the same standard. Continually, management mistakes in relation to reporting, company filings, up-listing plans and over-zealous timelines, have solidified ACT’s proper place was on the OTC. The management has not held the same standard as the science.

What we would like to request in this letter, is that the Board of Directors examine several events in the company’s history. We would ask that you evaluate these events based on all the facts so that you can decide if Gary Rabin acted in an appropriate manner. Attached to this letter, you will find an exhibit that details many of the questionable events and practices of the past two years. If the independent board members agree to conduct a thorough review, shareholders would simply ask for the results. If the Board finds that all actions were conducted with integrity and within the law, we can accept that and happily move forward. If however, the Board finds impropriety, we would request the board take the appropriate action for the best interests of the company.

In light of these events, we would ask the recently revamped compensation committee to consider a policy related to executive compensation. We would ask that ALL bonuses and stock compensation be directly tied to compliance, performance and corporate milestones. Further, we would ask the board to consider a policy that splits the Chairman and CEO roles. It may have made sense in the past for a smaller company to have combined roles, but it would seem to make less sense as ACT moves forward.

We all share the goal of changing the face of healthcare and bringing a greater quality of life to millions who are suffering. We all lose when the focus is taken away from that goal. ACT is so close to this realization, I hope that you can evaluate the events of the past so that we can put them behind us, and we can all begin a new era in ACT's history as a completely united group prepared to change the world.

Respectfully,
The undersigned ACT Shareholders & Stakeholders

Events for Review:

1) Mr. Rabin was part of a group that was a lender to ACT known as PDPI. While Mr. Rabin did exclude himself from the benefits as one of the roughly 50 warrant holders ACT settled with, we believe more proper conduct would have been for him to separate himself entirely from PDPI if possible. Effectively, Mr. Rabin as CEO of ACT acted to settle with himself (a warrant holder with PDPI) – which simply gives the appearance of impropriety even if none exists. This is unacceptable from the standpoint of stakeholders who expect their CEO to represent the company without any conflict of interest. Please investigate what options were available and what proper conduct would have been in this situation.

2) It is often now overlooked that Mr. Rabin was one of the three members of the board of directors when some of the illegal deals that are credited to “past management” occurred. These mistakes led directly to much of the ownership dilution that shareholders have faced the past several years. While it appears Mr. Rabin did not make those decisions directly, it was his and others failure of oversight that allowed it to happen. An investigation into what Mr. Rabin and all board members knew, and when, would seem appropriate and prudent in this matter that has been so damaging to shareholders and the progress of the company.

3) On Thursday, 3/1/2012 jus...