Stipulation and Agreement of Settlement Richard W. Gonnello (admitted pro hac vice ) Megan M. Sullivan (admitted pro hac vice ) Katherine M. Lenahan (admitted pro hac vice ) FARUQI & FARUQI, LLP 685 Third Avenue, 26th Fl

Stipulation and Agreement

Plaintiff Vinod Patel

Additional Counsel on

UNITED STATES DISTRICT

NORTHERN DISTRICT OF

AGREEMENT OF SETTLEMENT

This Stipulation and

Agreement of Settlement ( Stipulation ) is made and entered into by and between

Lead Plaintiff Vinod Patel ( Lead Plaintiff ) on behalf of himself and the class

of persons defined below, and Defendants Geron Corporation ( Geron ) and

individual Defendants Dr. John A. Scarlett, M.D., Olivia K. Bloom, and Dr.

Stephen M. Kelsey, M.D. (together with Geron, Defendants ), pursuant to Rule 23

of the Federal Rules of Civil Procedure.

A. Commencing on March 14,

2014, the first of two securities class action complaints were filed against

Defendants, captioned Kishtagari

v. Geron Corporation, et al.,

Case No. 14-cv-01224-CRB;1

B. On June 30, 2014, the

Court entered an order consolidating related cases under the caption

In re Geron Corporation Securities

Litigation, Case No.

C. By order dated June 30,

2014, the Court appointed Vinod Patel Lead Plaintiff and approved his selection

of the law firm of Faruqi & Faruqi, LLP as Lead Counsel;

D. On September 19, 2014,

Lead Plaintiff filed his Consolidated Amended Class Action Complaint ( CAC ).

The CAC asserts claims for violations of 10(b) and 20(a) of the Securities

Exchange Act of 1934 against Defendants, on behalf of all persons or entities

who purchased or otherwise acquired Geron common stock between December 10, 2012

and March 11, 2014, inclusive. The allegations underlying the case are

summarized in the Parties motion to dismiss briefing (Dkt. Nos. 54, 61,

E. On November 18, 2014,

Defendants filed a motion to dismiss the CAC pursuant to Rule 12(b)(6) (Dkt. No.

F. On April 10, 2015, the Court granted in part and denied in part

Defendants motion to dismiss (Dkt. No. 73);

Defendants filed their Answer to the CAC;

H. On September 3, 2015,

the Court denied Defendants motion for leave to file a motion for

reconsideration of the Court s April 15, 2015 order regarding Defendants motion

I. On November 2, 2015, the

Parties held a mediation before the Hon. Layn R. Phillips, which did not result

in a settlement at that time;

____________________

1All capitalized words or terms not otherwise

defined herein shall have the meanings for those words or terms as set forth in

the section below entitled Definitions at 1 hereof.

J. The Parties have served

formal discovery requests, including, inter alia, requests for

the production of documents, interrogatories, and requests for admission, and

Defendants have produced a first-wave of documents to Lead

conducted an investigation, reviewed documents, analyzed the claims, consulted

with medical and damages experts, and researched the applicable law with respect

to the claims against Defendants and their potential defenses

Defendants Counsel have engaged in substantial settlement discussions,

including further discussions with Judge Phillips, to resolve the claims by Lead

Plaintiff and the Class against Defendants, and have now agreed to settle those

claims on terms that include the payment of $6,250,000 for the benefit of the

Class. Judge Phillips was extensively involved in those discussions;

independent investigation, Lead Counsel and Lead Plaintiff have concluded that

the terms and conditions of this Stipulation are fair, reasonable, and adequate

to the Class, and are in the Class s best interests, and have agreed to settle

the claims raised in the Action with the Defendants pursuant to the terms and

provisions of this Stipulation, after considering (a) the substantial benefits

that the Class will receive from the Settlement, (b) the attendant risks of

continued litigation, and (c) the desirability of permitting the Settlement to

be consummated as provided by the terms of this Stipulation; and

N. Defendants have denied

and continue to deny each and all of the claims and contentions alleged by Lead

Plaintiff, as well as all charges of wrongdoing or liability against them

arising out of any of the conduct, statements, acts, or omissions alleged, or

that could have been alleged, in the Action. Defendants believe the Action has

no merit. Defendants deny that they

made any false or misleading statements during the Class Period, that they had

the state of mind required to render any of the alleged misrepresentations and

omissions actionable, and that any alleged loss was caused by any alleged

misrepresentations. Nonetheless, taking into account the uncertainty and risks

inherent in any litigation, especially in complex cases such as this one,

Defendants have concluded that further litigation of the Action would be

protracted, burdensome, and expensive, and that it is desirable and beneficial

to them to resolve the Action upon the terms and conditions set forth in this

THEREFORE, without any concession

by Lead Plaintiff that the Action lacked merit, and without any concession by

Defendants of any liability or wrongdoing or lack of merit in their defenses, it

is hereby STIPULATED AND

AGREED, by and among the parties

to this Stipulation, through their respective attorneys, subject to approval by

the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in

consideration of the benefits flowing to the parties hereto, that all Settled

Claims as against Defendants shall be fully, finally, and forever compromised,

settled, released, and dismissed on the merits and with prejudice, subject to

the following terms and conditions:

1. As used hereinafter in

this Stipulation, the following terms shall have the following

means In re Geron Corporation

Securities Litigation, Case No.

3:14-CV-01224-CRB, pending in the United States District Court for the Northern

District of California, and all actions consolidated therein.