STIPULATION AND [PROPOSED] ORDER DISMISSING ENTIRE ACTION WITH PREJUDICE

CHARLES R. BREYER, District Judge.

Plaintiffs Richard DiLaura and Adrianne Haddock ("Plaintiffs"), defendants John A. Scarlett, Daniel M. Radbury, Karin Eastham, V. Bryan Lawlis, Hoyoung Huh, Susan M. Molineaux, and Robert J. Spiegel (the "Individual Defendants"), and nominal defendant Geron Corporation ("Geron" or the "Company," and together with the Individual Defendants and Plaintiffs, the "Parties"), by and through their respective counsel, move as follows:

WHEREAS, on June 26, 2015, Mr. DiLaura filed a derivative complaint, captioned DiLaura v. Scarlett, et al., N.D. Cal. Case No. 3:15-cv-02989-DMR (the "DiLaura Action"), for breach of fiduciary duty and unjust enrichment, asserting claims derivatively on behalf of Geron against the Individual Defendants;

WHEREAS, on June 29, 2015, Ms. Haddock filed a derivative complaint, captioned Haddock v. Scarlett, et al., N.D. Cal. Case No. 3:15-cv-03007-JCS (the "Haddock Action"), asserting claims identical to those in the DiLaura Action derivatively on behalf of Geron against the Individual Defendants;

WHEREAS, on August 11, 2015, the DiLaura Action and the Haddock Action were reassigned to this Court;

WHEREAS, on August 13, 2015, the Dilaura Action and the Haddock Action (together, the "Actions"), were consolidated (the "Federal Derivative Action");

WHEREAS, on April 21, 2014, the first of two related derivative lawsuits that are factually similar to this Federal Derivative Action was filed in the Superior Court of the State of California, County of San Mateo ("State Court") under the caption Oriente v. Scarlett, et al., Sup. Ct. Case No. CIV528121, before the Honorable Marie S. Weiner;

WHEREAS, on September 25, 2015, Judge Weiner consolidated the State Court derivative actions for all purposes (the "State Derivative Action" and, together with the Federal Derivative Action, the "Actions").

WHEREAS, on April 25, 2016, the parties participated in a full day mediation session with Michelle Yoshida, a full-time mediator, arbitrator, and special master with Phillips ADR, in Corona Del Mar, California in an attempt to resolve the Actions;

WHEREAS, during the April 25, 2016 mediation, the parties reached an agreement in principle to resolve the Actions;

WHEREAS, on July 22, 2016, the parties to the Actions entered into a Stipulation of Settlement to resolve the Actions;

WHEREAS, on August 19, 2016, Judge Weiner entered a Preliminary Approval Order preliminarily approving the settlement of the Actions in accordance with the terms and conditions of the Stipulation;

WHEREAS, Geron in accordance with the Preliminary Approval Order and the terms and conditions of the Stipulation, provided notice to Geron stockholders of the pending settlement of the Actions and the hearing on the motion for final approval of the settlement (the "Final Approval Hearing");

WHEREAS, on November 18, 2016, Judge Weiner held the Final Approval Hearing concerning the settlement of the Actions and the Stipulation;

WHEREAS, no Geron stockholders objected to the proposed settlement of the Actions at the Final Approval Hearing;

WHEREAS, on November 18, 2016, following the Final Approval Hearing, Judge Weiner approved the settlement and issued a Judgement and Order Granting Approval of Derivative Settlement which, inter alia, dismissed the State Derivative Action with prejudice (a copy of the Judgement and Order Granting Approval of Derivative Settlement is attached hereto as Exhibit A); and

WHEREAS, in accordance with the terms and conditions of the Stipulation, the parties jointly seek an order dismissing the above-captioned Federal Derivative Action with prejudice.

NOW, THEREFORE, it is hereby stipulated and agreed by and between the Parties, through their respective counsel of record, that:

1. The above-captioned Federal Derivative Action is dismissed in its entirety and with prejudice;

2. Further notice of the settlement and this dismissal is not required; and

3. Each party shall bear his/her/its own costs and fees.

IT IS SO STIPULATED.

IT IS SO ORDERED.