Summary of ADVANCED CELL TECHNOLOGY, INC.

Item 1.01. Entry into a Material Definitive Agreement.

Lawsuit Settlement

On January 11, 2013, Advanced Cell Technology, Inc. (the "Company") entered into a settlement agreement and mutual release (the "Settlement Agreement") with CAMOFI Master LDC ("CAMOFI") and CAMZHN Master LDC ("CAMZHN" and together with CAMOFI, the "Settling Parties"), each of which are affiliates of Centrecourt Asset Management LLC. The Settlement Agreement relates to the lawsuit between the Settling Parties, as plaintiffs, and the Company, as defendant, in the Supreme Court of New York, New York County (the "Court"), docket number 652816/2011, in which the Settling Parties claim that the conversion price of certain notes and the exercise price of certain warrants held by the Settling Parties should have been adjusted as a result of certain transactions between the Company and JMJ Financial, Inc. during 2010. We have previously disclosed information about similarly situated holders asserting similar claims in our current reports on Form 8-K that we filed with the Securities and Exchange Commission on August 17, 2011, September 22, 2011, October 19, 2011, December 12, 2011, December 20, 2011, March 8, 2012, April 16, 2012 and September 14, 2012.

Pursuant to the Settlement Agreement, and subject to Court approval, the Company agreed, in exchange for dismissal of the pending lawsuit with prejudice and a mutual release of all claims, to do the following on the business day following approval by the Court of the settlement or on another day agreed upon by the parties to the settlement (the "Closing"):

· issue to the Settling Parties an aggregate number of shares of the Company's common stock ("Common Stock") calculated by dividing $4,500,000 by the least of
(a) $0.56 per share, (b) the closing price of the Common Stock on the day immediately prior to the execution of the Settlement Agreement or (c) the volume-weighted average price ("VWAP") reported by Bloomberg LP for the 30-day period before such shares of Common Stock are received (the "Closing Shares"), of which 78.9% of such Closing Shares will be issued to CAMOFI and 21.1% to CAMHZN;

· issue (a) to CAMOFI an Amortizing Senior Secured Convertible Debenture in the principal amount of $4,732,781 and (b) to CAMHZN an Amortizing Senior Secured Convertible Debenture in the original principal amount of $1,267,219 (together, the "Debentures");

· pay $1,577,594 to CAMOFI and $422,406 to CAMHZN; and

· reimburse the Settling Parties for certain of the Settling Parties' costs incurred in connection with the pending lawsuit.

The Debentures accrue interest at the rate of 8% per annum and mature on June 30, 2015. The Company may pre-pay all or a portion of the amounts due under the Debentures prior to maturity without penalty. Both of the Debentures are convertible at the option of the holder at a price per share of Common Stock equal to 80% of the VWAP of the ten consecutive trading days prior to the conversion date (the "Conversion Price"). The Company must make quarterly payments under the Debentures on the last day of each calendar quarter commencing on March 31, 2013 in the amount of $473,278. The quarterly payments may, at the option of the Company and subject to the satisfaction of certain conditions, be paid in shares of Common Stock. In such case, the conversion price for such payment will be based on the lesser of (i) the Conversion Price or (ii) 80% of the average of the 10 closing prices immediately prior to the date the quarterly payment is due. To secure its obligations under the Debentures, the Company will grant a security interest in substantially all of the Company's assets, including its intellectual property, to the Settling Parties. The Debentures contain certain covenants customary for debt instruments of its kind.

If an event of default occurs under a Debenture, at the election of the Holder of such Debenture, such Debenture may be declared accelerated, in which case the greater of the amounts calculated in accordance with the following formulas shall become immediately due and payable: (a) 120% of the principal amount of the Debenture to be prepaid plus 100% of the accrued and unpaid interest; or (b) the principal amount of the Debenture to be prepaid divided by the Conversion Price (calculated either on the date acceleration is demanded or due or the date the accelerated amount is paid in full, whichever is less) multiplied by the closing price of the common stock (calculated either on the date the acceleration is demanded or due or the date the accelerated amount is paid in full, whichever is greater). Commencing 5 days after the occurrence of any event of default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture will accrue at 18% per annum. For purposes of the Debentures, an event of default includes certain events that are customary for debt instruments of this type (including certain cure periods as set forth in the Debenture) including the failure to pay any amounts due under the Debenture when due, the failure to observe covenants and obligations under the Debenture, default under other debt instruments in an amount exceeding $150,000, the cessation of the quoting of the Common Stock on a trading market, the occurrence of a change of control transaction or other certain substantial transactions, the institution of bankruptcy or similar proceedings or the failure to have a registration statement covering the common stock underlying the Debentures effective within 180 days after the Closing (in accordance with the registration . . .