Stipulation and Agreement of Settlement, dated

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

This Stipulation and Agreement of Settlement, dated as of September 2, 2022 (the Stipulation ), is entered into between (a) Julia Junge and Richard Junge ( Lead Plaintiffs or Class Representatives ), on behalf of themselves and the plaintiff class certified by the Court (the Class, as defined in 1(h) below); and (b) defendants Geron Corporation ( Geron ) and Dr. John A. Scarlett ( Dr. Scarlett, and together with Geron, Defendants ), and embodies the terms and conditions of the settlement of the above-captioned action (the Action ). Subject to the approval of the Court and the terms and conditions expressly provided herein, this Stipulation is intended to fully, finally and forever compromise, settle, release, resolve, and dismiss with prejudice the Action and all Released Plaintiffs' Claims (as defined below in 1(qq) against Defendants' Released Parties (as defined below in 1(r).

A.Beginning on January 23, 2020, two related securities class actions brought on behalf of investors in Geron common stock were filed in the United States District Court for the Northern District of California (the Court ). See ECF Nos. 1, 14 & 17.

B.On May 14, 2020, the Court entered an Order appointing Julia Junge and Richard Junge as Lead Plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995, consolidating all related actions, and inviting applications for Lead Counsel. ECF No. 85.

C.On July 27, 2020, the Court entered an Order approving Lead Plaintiffs' selection of Kaplan Fox & Kilsheimer LLP ( Kaplan Fox ) as Lead Counsel. ECF No. 89.

D.On August 20, 2020, Lead Plaintiffs filed a Consolidated Class Action Complaint For Violations of the Federal Securities Laws ( Consolidated Complaint ) against Geron and Dr. Scarlett. ECF No. 92.

E.On October 1, 2020, Defendants filed a motion to dismiss the Consolidated Complaint. ECF No. 97.

F.On October 12, 2020, the Court entered a Stipulation and Order that permitted the Lead Plaintiffs to submit a further amended complaint pursuant to Rule 15 of the Federal Rules of

Civil Procedure and set a briefing schedule for any motion(s) to dismiss in response thereto. ECF No. 102.

G.On October 22, 2020, Lead Plaintiffs filed the operative complaint in the Action, the Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws (the Amended Complaint ) against Geron and Dr. Scarlett. ECF No. 103. The Amended Complaint asserts claims against Geron and Dr. Scarlett under Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act ) and Rule 10b-5 promulgated thereunder, and against Dr. Scarlett under Section 20(a) of the Exchange Act. Among other things, the Amended Complaint alleges that, during the period from March 19, 2018, to September 26, 2018, inclusive (the Class Period ), Defendants made materially false and misleading statements concerning the Company's single drug in development, imetelstat, and the results of a Phase 2 clinical trial known as the IMbark study, and that Geron and certain Company insiders sold Geron common stock at inflated prices while in possession of material, non-public information concerning the results from the IMbark study. The Amended Complaint further alleges that Defendants' misstatements caused the price of Geron common stock to be inflated during the Class Period and to decline when the alleged truth emerged though a corrective disclosure on September 27, 2018, resulting in financial losses to those who purchased Geron common stock at the allegedly inflated price.

H. On November 23, 2020, Defendants filed a motion to dismiss the Amended Complaint. ECF No. 105.

I.On December 10, 2020, Lead Plaintiffs filed their opposition to Defendants' motion to dismiss the Amended Complaint. ECF No. 110.

J.On December 17, 2020, Defendants filed their reply in support of the motion to dismiss the Amended Complaint. ECF No. 117.

K.On February 8, 2021, the Court heard oral argument on Defendants' motion to dismiss the Amended Complaint. ECF No. 120.

L.On April 12, 2021, the Court granted in part, and denied in part, Defendants' motion to dismiss (the April 12 Order ), sustaining certain claims against Defendants under Section 10(b) of the Exchange Act and the Section 20(a) control person claim under the Exchange Act against Dr. Scarlett. ECF No. 124.

M. On April 29, 2021, Lead Plaintiffs notified the Court that they elected to stand on the Amended Complaint and not file a further amendment in response to the April 12 Order. ECF No. 125.

N.On May 13, 2021, Defendants filed their Answer to the Amended Complaint. ECF No. 128.

O.On May 18, 2021, the Parties conducted their Fed. R. Civ. P. Rule 26 conference, after which discovery commenced in the Action. Lead Plaintiffs produced over 2,000 pages of documents to Defendants, and Defendants and third parties produced more than 426,000 pages of documents (not including pages produced in native format, e.g., PowerPoint and Microsoft Excel files) to Lead Plaintiffs. Lead Plaintiffs deposed 11 fact or expert witnesses and Defendants deposed both of the Lead Plaintiffs and Lead Plaintiffs' class certification expert.

P.On August 26, 2021, the Court held an Initial Case Management Conference. ECF No. 140.

Q.On August 27, 2021, the Court entered a Case Management Order (the Initial Scheduling Order ), which set the initial trial schedule for the Action. ECF No. 139.

R.On September 30, 2021, Lead Plaintiffs filed a motion for class certification. ECF No. 141. Between then and November 4, 2021, the parties produced documents, deposed each other's experts on class certification issues, Defendants deposed the Lead Plaintiffs, Defendants filed their opposition brief, and Lead Plaintiffs filed their reply brief.

S.Following full briefing on the class certification motion, on April 2, 2022, the Court issued an Order certifying the Class (as defined in 1(h) below), appointing Lead Plaintiffs Julia

Junge and Richard Junge as Class Representatives for the certified Class, and appointing Lead Counsel Kaplan Fox as Class Counsel for the certified Class. ECF No. 206.

T.On May 3, 2022, the Court approved, with additional provisions, the Parties' stipulation and proposed order regarding dissemination of notice to potential Class Members (defined below as the Original Class Notice ) to notify them of, among other things: (i) the Action pending against Defendants; (ii) the Court's certification of the Action to proceed as a class action on behalf of the Class; and (iii) their right to request to be excluded from the Class, the effect of remaining in the Class or requesting exclusion, and the requirements for requesting exclusion (the Notice Order ). ECF No. 221; see also ECF No. 216.

U.Pursuant to the Notice Order, the Original Class Notice provided Class Members with the opportunity to request exclusion from the Class, explained that right, and set forth the deadline and procedures for doing so. The Original Class Notice stated that it would be within the Court's discretion whether to permit Class Members a second opportunity to request exclusion from the Class if the Action were resolved by a settlement. The Original Class Notice also informed Class Members that if they chose to remain a member of the Class, they would be bound by any judgment or settlement, whether favorable or unfavorable, in this Action.

V.The deadline for requesting exclusion from the Class pursuant to the Original Class Notice was July 22, 2022. The administrator appointed to complete the Original Class Notice, Epiq Class Action and Claims Solutions, Inc. ( Epiq ), provided an affidavit indicating that a total of 78 individuals had requested exclusion from the Class (ECF No. 244-1 at 6), and subsequently notified the Parties that three additional persons had submitted late requests for exclusion from the Class. A list of the persons and entities who have requested exclusion from the Class pursuant to the Original Class Notice is attached hereto as Appendix 1.

W.On April 28, 2022, the Court entered the Joint Stipulation and Order Requesting Referral to Magistrate Judge for Settlement Conference. ECF No. 218.

X.On April 29, 2022, the Court referred the Parties to Magistrate Judge Donna M. Ryu ( Judge Ryu ) for purposes of overseeing mediation/settlement discussions between the Parties.

Y.On May 2, 2022, Judge Ryu issued a notice convening a pre-settlement conference call on May 4, 2022, to discuss timing and preparation for a settlement conference. ECF No. 219. On May 2, 2022, Judge Ryu also issued a Notice of Settlement and Settlement Conference Order, setting a Zoom settlement conference for May 31, 2022. ECF No. 220.

Z.On May 31, 2022, the Parties held a settlement conference session, via Zoom, which was also attended by Geron's insurance carriers, but did not reach an agreement to settle the Action.

AA.Following the May 31, 2022, settlement conference with Judge Ryu, the Parties continued their discussions for several weeks but were unable to reach an agreement to settle the Action. During this period, the Parties continued to prepare to submit opening expert reports. Lead Plaintiffs also continued to pursue discovery from non-party Janssen Biotech, Inc. ( Janssen ), as documented during a July 14, 2022, Status Conference with the Court.

BB.On July 20, 2022, the Parties participated in a call with Judge Ryu concerning the status of potential settlement discussions, and also had scheduled a second settlement conference, via Zoom, with Judge Ryu on August 12, 2022. ECF Nos. 233 & 236.

CC.During the August 12, 2022 settlement conference supervised by Judge Ryu, which was, again, also attended by Geron's insurance carriers, the Parties reached an agreement in principle to settle the Action that was subsequently memorialized in a term sheet (the Term Sheet ) executed on August 19, 2022. The Term Sheet sets forth, among other things, the Parties' agreement to settle and release all claims against Defendants' Released Parties in return for a payment of $24 million, to be paid by Defendants and/or their insurers, consisting of $17,000,000 in cash for the benefit of the Class, plus $7,000,000 in Settlement Stock (as defined below in 1(zz)) and/or cash at Geron's option, subject to certain terms and conditions and the execution of a customary long form stipulation and agreement of settlement and related papers.

DD.This Stipulation (together with the exhibits hereto) reflects the final and binding agreement between the Parties and supersedes the Term Sheet.

EE.Based upon their investigation, prosecution, and mediation of the Action, Lead Plaintiffs and Lead Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to Lead Plaintiffs and the other members of the Class, and in their best interests. Based on Lead Plaintiffs' direct oversight of the prosecution of this Action and with the advice of Class Counsel, Lead Plaintiffs have agreed to settle and release the Released Plaintiffs' Claims pursuant to the terms and provisions of this Stipulation, after considering, among other things: (a) the substantial financial benefit that Lead Plaintiffs and the other members of the Class will receive under the proposed Settlement; and (b) the significant risks and costs of continued litigation and trial.

FF.This Stipulation constitutes a compromise of all matters that are in dispute between the Parties. Defendants are entering into this Stipulation solely to eliminate the uncertainty, burden, and expense of further protracted litigation. Defendants deny any wrongdoing, and this Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of Defendants with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have, or could have, asserted. Defendants expressly deny that Lead Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing, or damages whatsoever. Defendants have asserted and continue to assert that their conduct was at all times proper and in compliance with all applicable provisions of law, and they believe that the evidence developed to date supports their position that they acted properly at all times and that the Action is without merit. Similarly, this Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of Lead Plaintiffs of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants' defenses to liability had any merit.

NOW THEREFORE, it is hereby STIPULATED AND AGREED, by and among Lead Plaintiffs (individually and on behalf of all other members of the Class) and Defendants, by and through their respective undersigned attorneys and subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, that, in consideration of the benefits flowing to the Parties from the Settlement, all Released Plaintiffs' Claims as against the Defendants' Released Parties and all Released Defendants' Claims as against the Plaintiffs' Released Parties shall be settled and released, upon and subject to the terms and conditions set forth below.

1.As used in this Stipulation and any exhibits attached hereto and made a part hereof, The following capitalized terms shall have the following meanings:

(a) Action means the consolidated securities class action entitled Julia Junge and Richard Junge v. Geron Corp. and John A. Scarlett, Case No. 20-cv-00547-WHA (N.D. Cal.).

(b) Amended Complaint or Complaint means the Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws filed by Lead Plaintiffs in the Action on October 22, 2020. ECF No. 103.

(c) Authorized Claimant means a Class Member who submits a Claim to the Claims Administrator that is approved by the Court for payment from the Net Settlement Fund.

(d) Claim means a paper claim submitted on a Proof of Claim Form or an electronic claim that is submitted to the Claims Administrator.

(e) Claim Form or Proof of Claim Form means the form, substantially in the form attached hereto as Exhibit A-2, that a Claimant must complete and submit should that Claimant seek to share in a distribution of the Net Settlement Fund.

(f) Claimant means a person or entity who or which submits a Claim to the Claims Administrator seeking to be eligible to share in the proceeds of the Net Settlement Fund.

(g) Claims Administrator means the administrator, Epiq Class Action & Claims Solutions, Inc. ( Epiq ), retained by Lead Counsel on behalf of the Class and to be approved by the Court, to provide all notices approved by the Court to potential Class Members and to administer the Settlement.

(h) Class means the class certified in the Court's Order on Motion for Class Certification dated April 2, 2022. ECF No. 206. Specifically, the Class includes all persons who purchased Geron common stock during the period from March 19, 2018, to September 26, 2018, inclusive, and who were damaged thereby. Excluded from the Class by definition are the Defendants, directors and officers of Geron, and their Families and affiliates. Also excluded from the Class are: (i) the persons and entities who excluded themselves by submitting a request for exclusion from the Class by July 22, 2022, or whose late notice to be excluded from the Class has been accepted by the Court, in connection with the Original Class Notice (as set forth on Appendix 1 hereto); and (ii) any persons or entities who exclude themselves by submitting a request for exclusion in connection with the Settlement Notice.

(i) Class Counsel means Kaplan Fox & Kilsheimer, LLP.

(j) Class Distribution Order means an order entered by the Court authorizing and directing that the Net Settlement Fund be distributed, in whole or in part, to Authorized Claimants.

(k) Class Member means each person and entity who or which is a member of the Class as defined in Paragraph 1(h).

(l) Class Notice means the Original Class Notice.

(m) Class Period means the period from March 19, 2018, to September 26, 2018, inclusive.

(n) Class Representatives means Julia Junge and Richard Junge.

(o) Court means the United States District Court for the Northern District of California.

(p) Defendants means Geron and Dr. John A. Scarlett.

(q) Defendants' Counsel means Cooley LLP.

(r) Defendants' Released Parties means Defendants and their Related Parties.

(s) Effective Date with respect to the Settlement means the first date by which all of the events and conditions specified in 33 of this Stipulation have been met and have occurred or have been waived.

(t) Escrow Account means an account maintained at Truist Bank, wherein the Settlement Amount shall be deposited and held in escrow under the control of Lead Counsel.

(u) Escrow Agent means Truist Bank, a North Carolina banking corporation.

(v) Escrow Agreement means the agreement between Lead Counsel and the Escrow Agent setting forth the terms under which the Escrow Agent shall maintain the Escrow Account.

(w) Family or Families mean spouses, children, parents, siblings, brothers-in-law, and sisters-in-law. As used in this definition, spouses shall mean a husband, a wife, or a partner in a state recognized domestic relationship or civil union.

(x) Final, with respect to the Judgment means when the last of the following shall occur: (i) the expiration of the time to file a motion to alter or amend the Judgment under Rule 59(e) of the Federal Rules of Civil Procedure without any such motion having been filed; (ii) if no appeal is filed, the expiration date of the time provided for filing or noticing any appeal under the Federal Rules of Appellate Procedure, i.e., thirty (30) days after entry of the Judgment; or (iii) if a motion to alter or amend the Judgment is filed or if there is an appeal from the Judgment, (a) the date of final dismissal of all such appeals, or the final dismissal of any proceeding on certiorari or otherwise, or (b) the date the Judgment is finally affirmed on an appeal, the expiration of the time to file a petition for a writ of certiorari or other form of review, or the denial of a writ of certiorari or other form of review, and, if certiorari or other form of review is granted, the date of final affirmance following review pursuant to that grant. However,

any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to (i) attorneys' fees, costs, or expenses, or (ii) the plan of allocation of Settlement proceeds (as submitted or subsequently modified), shall not in any way delay or preclude the Judgment from becoming Final.

(y) Geron or the Company means Geron Corporation and its successors and assigns.

(z) Geron Common Stock shall mean Geron common stock that is publicly traded on a national securities exchange.

(aa) Judgment means the final judgment, substantially in the form attached hereto as Exhibit B, to be entered by the Court approving the Settlement.

(bb) Lead Counsel means the law firm of Kaplan Fox & Kilsheimer LLP.

(cc) Lead Plaintiffs means Julia Junge and Richard Junge.

(dd) Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting, and settling the Action (which may include the costs and expenses of Lead Plaintiffs directly related to its representation of the Class), for which Lead Counsel intends to apply to the Court for payment or reimbursement from the Settlement Fund.

(ee) Net Settlement Fund means the Settlement Fund less: (i) any Taxes; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; (iv) any attorneys' fees awarded by the Court; and (v) any other costs or fees approved by the Court.

(ff) Notice and Administration Costs means the reasonable costs, fees, and expenses that are incurred by the Claims Administrator and/or Lead Counsel in connection with: (i) providing notices to the Class (including, but not limited to, the costs associated with the Original Class Notice and the Settlement Notice); and (ii) administering the Settlement, including but not limited to the Claims process, as well as the costs, fees, and expenses incurred in connection with the Escrow Account and subsequent sale(s) of the Settlement Stock by the

Escrow Agent after issuance and transfer of the Settlement Stock by Geron to the Escrow Account.

(gg) Original Class Notice or Class Notice means the Notice of Pendency of Class Action dated May 23, 2022, which was disseminated to Class Members in accordance with the Court's Order dated May 3, 2022 (ECF No. 221).

(hh) Parties means Defendants and Lead Plaintiffs and Class Representatives, on behalf of themselves and the Class.

(ii) Plaintiffs' Released Parties means Lead Plaintiffs and Class Representatives, Lead Counsel and Class Counsel, and the members of the Class.

(jj) Plan of Allocation means the proposed plan of allocation of the Net Settlement Fund set forth in the Notice.

(kk) Pricing Period means the 10 trading days immediately preceding the day before the Settlement Stock is transferred into the Settlement Fund.

(ll) Preliminary Approval Order means the order, substantially in the form attached hereto as Exhibit A, to be entered by the Court preliminarily approving the Settlement and directing that the Settlement Notice may be provided to the Class.

(mm) PSLRA means the Private Securities Litigation Reform Act of 1995, 15 U.S.C. 78u-4, as amended.

(nn) Related Parties means Geron's current or former directors and officers and their Families and affiliates.

(oo) Released Claims means all Released Defendants' Claims and all Released Plaintiffs' Claims.

(pp) Released Defendants' Claims means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendants. Released

Defendants' Claims do not include any of the following claims: (i) claims relating to the enforcement of the Settlement; (ii) claims against the persons or entities who submitted a request for exclusion from the Class by July 22, 2022, or whose late notice to be excluded from the Class has been accepted by the Court, in connection with the Original Class Notice (as set forth in Appendix 1 hereto); or (iii) claims against any persons or entities who submit a request for exclusion from the Class in connection with the Settlement Notice ( Excluded Defendants' Claims ).

(qq) Released Plaintiffs' Claims means all claims, including Unknown Claims, that were actually asserted against Defendants in the Amended Complaint, or that arise out of, are based upon, or relate to the allegations, transactions, acts, facts, events, matters, occurrences, representations, or omissions asserted in the Amended Complaint and concern claims or causes action relating to the allegations, transactions, acts, facts, events, matters, occurrences, representations, or omissions alleged in the Amended Complaint that could have been asserted, but were not actually asserted against Defendants in the Amended Complaint. Released Plaintiffs' Claims do not include any of the following claims: (i) claims relating to the enforcement of the Settlement; (ii) claims asserted in any pending derivative action, including, without limitation, claims asserted in In re Geron Corporation Stockholder Derivative Action, Master File No. 3:20-cv-02823-WHA (N.D. Cal.); In re Geron Corporation Stockholder Derivative Litigation, Case No. 1:20-cv-1207 (D. Del.); In re Geron Corporation Stockholder Derivative Litigation, Consolidated C.A. No. 2020-0684-SG (Del. Ch.); Penney v. Scarlett, Case No. 21CIV03165 (San Mateo Cty. Sup. Ct.) and any related or consolidated cases; (iii) claims of the persons or entities who submitted a request for exclusion from the Class by July 22, 2022, or whose late notice to be excluded from the Class has been accepted by the Court, in connection with the Original Class Notice (as set forth in Appendix 1 hereto); and (iii) claims of any persons or entities who submit a request for exclusion from the Class in connection with the Settlement Notice ( Excluded Plaintiffs' Claims ).