ex10132.htm


    Exhibit 10.132

     

    EXHIBIT D

    


    "NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE [CONVERTIBLE –OR-EXERCISABLE] HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES."

    


    ADDITIONAL INVESTMENT
RIGHT

    


    To Purchase for up to $2,000,000 of
Purchase Price up to $2,400,000 of Principal Amount of convertible Notes and
Class B Common Stock Purchase Warrants of:

    


    ADVANCED
CELL TECHNOLOGY, INC.

    


    THIS ADDITIONAL INVESTMENT RIGHT (the
"AIR") certifies that,
for value received, _____________ (the "HOLDER"), is entitled, upon
the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the "INITIAL EXERCISE DATE") and on
or prior to the close of business on August ___, 2010 (“TERMINATION DATE”) up to
$2,400,000 of Principal Amount of convertible Notes (“AIR NOTES”) and such number
of  Class B Common Stock Purchase Warrants.  One and one
third Class B Warrants will be issued for each two Shares that would be issued
on the Closing Date (as defined in the Subscription Agreement) assuming the
complete conversion of the AIR Note on the Closing Date at the Conversion Price
(“CLASS B WARRANTS”).
The Air Notes and Class B Warrants will be issued in the forms annexed hereto as
Exhibits A and
B.

    


    SECTION 1. DEFINITIONS.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Subscription Agreement (the "SUBSCRIPTION AGREEMENT"),
dated November __, 2009, among the Company and the Subscribers signatory
thereto, pursuant to which this AIR was issued.

    


    SECTION
2. EXERCISE.

    


    a)              EXERCISE
OF AIR.  Exercise of the purchase rights represented by this AIR may
be made in whole or in part at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company
of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
(or such other office or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of such Holder appearing on the
books of the Company) and the payment of the aggregate Purchase Price thereby
purchased (“AGGREGATE EXERCISE
PRICE”) by wire transfer or cashier's check drawn on a United States
bank. Upon exercise of the AIR, the Company shall issue shares of AIR Note to
the amount paid by the Holder and the corresponding amount of Class A
Warrants.  Collectively, the Air Notes and Class B Warrants issuable
upon exercise of the AIR are referred to as the “AIR SECURITIES”.

     

    
      
         

      

      
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    b)              MECHANICS
OF EXERCISE.

    


    i.              AUTHORIZATION
OF AIR SECURITIES.  The Company covenants that its issuance of this
AIR shall constitute full authority to its officers who are charged with the
duty of executing certificates to execute and issue the necessary certificates
for the AIR Securities upon the exercise of the purchase rights under this
AIR.  The Company will take all such reasonable action as may be
necessary to assure that the AIR Securities may be issued as provided herein
without violation of any applicable law or regulation.

    


    ii.              DELIVERY
OF CERTIFICATES UPON EXERCISE.   Certificates for the AIR
Securities purchased hereunder shall be delivered to the Holder within five (5)
Trading Days from the delivery to the Company of the Notice of Exercise Form,
surrender of this AIR and payment of the Purchase Price as set forth above
("AIR SECURITIES DELIVERY
DATE"). This AIR shall be deemed to have been exercised on the date the
payment of the Purchase Price is received by the Company. The AIR Securities
shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
of the AIR Securities for all purposes, as of the date the AIR has been
exercised by payment to the Company of the Aggregate Exercise Price to be paid
by the Holder.

    


    iii.              DELIVERY
OF NEW AIRS UPON EXERCISE.  If this AIR shall have been exercised in
part, the Company shall, at the time of delivery of the certificate or
certificates representing the AIR Securities, deliver to Holder a new AIR
evidencing the rights of Holder to purchase the unpurchased AIR Securities
called for by this AIR, which new AIR shall in all other respects be identical
with this AIR.

    


    iv.              RESCISSION
RIGHTS.  If the Company fails to deliver to the Holder a certificate
or certificates representing the AIR Securities pursuant to this Section
2(e)(iv) by the AIR Securities Delivery Date, then the Holder will have the
right to rescind such exercise and be entitled to actual damages
incurred.

    


    v.              CHARGES,
TAXES AND EXPENSES.  Issuance of certificates for AIR Securities shall
be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such AIR Securities shall
be issued in the name of the Holder or in such name or names as may be directed
by the Holder; PROVIDED,  HOWEVER, that in the event certificates for
AIR Securities are to be issued in a name other than the name of the Holder,
this AIR when surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder; and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.

    


    vi.              CLOSING
OF BOOKS. The Company will not close its records in any manner which prevents
the timely exercise of this AIR, pursuant to the terms hereof or the conversion
of the Air Notes or exercise of the Class B Warrants.

    


    SECTION
3.                            NOTICE.   If
(A) the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any consolidation or
merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property or
(B) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company; then, in each case, the
Company shall cause to be mailed to the Holder at its last address as it shall
appear upon the AIR Register of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a notice stating
the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of
which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for
securities,  cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange. The
Holder is entitled to exercise this AIR during the 20-day period commencing the
date of such notice to the effective date of the event triggering such
notice.

     

    
      
         

      

      
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    SECTION
4.                            TRANSFER
OF AIR.

    


    a)              TRANSFERABILITY.  Subject
to compliance with any applicable securities laws, and provided such assignee
agrees to be bound to the terms of this Agreement and the Subscription
Agreement, this AIR and all rights hereunder are transferable, in whole or in
part, upon surrender of this AIR at the principal office of the Company,
together with a written assignment of this AIR substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new AIR or AIRs in the name of the assignee or assignees and in
the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new AIR evidencing the portion of this AIR not
so assigned, and this AIR shall promptly be cancelled. An AIR, if properly
assigned, may be exercised by a new holder for the purchase of AIR Securities
without having a new AIR issued.

    


                  b)              NEW
AIRS.  This AIR may be divided or combined with other AIRs upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new AIRs are to
be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new AIR or AIRs in exchange
for the AIR or AIRs to be divided or combined in accordance with such
notice.

    


    c)              AIR
REGISTER.  The Company shall register this AIR, upon records to be
maintained by the Company for that purpose (the "AIR REGISTER"), in the name of
the record Holder hereof from time to time.  The Company may deem and
treat the registered Holder of this AIR as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.

    


    SECTION
5.                            MISCELLANEOUS.

    


    a)              TITLE
TO THE ADDITIONAL INVESTMENT RIGHT.  Prior to the Termination Date and
subject to compliance with applicable laws and Section 4 of this AIR, this AIR
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this AIR together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

    


    b)              NO
RIGHTS AS SHAREHOLDER. This AIR does not entitle the Holder to any voting rights
or other rights as a shareholder of the Company. Upon the surrender of this AIR
and the payment of the aggregate principal, the AIR Securities so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
AIR Securities as of the close of business on the later of the date of such
surrender or payment.

     

    
      
         

      

      
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    c)              LOSS,
THEFT, DESTRUCTION OR MUTILATION OF AIR.  The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this AIR or any certificate relating
to the AIR Securities, and in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to it (which, in the case of the AIR, shall
not include the posting of any bond), and upon surrender and cancellation of
such AIR or certificate, if mutilated, the Company will make and deliver a new
AIR or certificate of like tenor and dated as of such cancellation, in lieu of
such AIR or certificate.

    


    d)              ANTI-DILUTION.  The
conversion price of the Air Notes, the exercise price of the Class B Warrants
and the number of shares of Common Stock purchasable upon conversion and
exercise shall be adjusted from and after the date of issue of this AIR in the
same manner and in the same proportions as is applicable to the Note and Class A
Warrants.

    


    SECTION
6.                            INCORPORATION.   This
AIR is subject to the terms of the Subscription Agreement which is incorporated
herein by this reference.  Without limitation, the Company’s
representations and warranties at Section 5, the Company’s obligations to
deliver legal opinions set forth in Section 6, the covenants set forth in
Sections 8 and 9 and the provisions of Section 12 of the Subscription Agreement
are incorporated herein by this reference as if included herein, and shall
relate to, control and govern this certificate.

    
 

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Company has caused this AIR to be executed by its officer
thereunto duly authorized.

    


    


    Dated:
November ___, 2009

     

    
      
        	 	      
                ADVANCED
      CELL TECHNOLOGY, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

    


     

     

    
      
         

      

      
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      NOTICE OF
EXERCISE

    

    


    


    TO:
[_______________

    


            (1)
The undersigned hereby elects to purchase $________ principal amount of secured
convertible promissory notes of Advanced Cell Technology, Inc. (the “Company”)
pursuant to the terms of the attached AIR and tenders herewith payment of the
amount equal to such Stated Value.

    


            (2)
Payment shall take the form of (check applicable box) in lawful money of the
United States; or

    


            (3)
Please issue a certificate or certificates representing said Notes and Class B
Warrants representing the right to purchase ___________ shares of the Company’s
Common Stock in the name of the undersigned or in such other name as is
specified below:

    


                      ________________________________________

    


    The Notes
and Class B Warrants shall be delivered to the following:

    


                      ________________________________________

    


                      ________________________________________

    


                      ________________________________________

    


            (4)
ACCREDITED INVESTOR. The undersigned is an "accredited investor" as defined in
Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity:
________________________________________________________________

    SIGNATURE
OF AUTHORIZED SIGNATORY OF INVESTING ENTITY:
_________________________

    Name of
Authorized Signatory:
____________________________________________________________

    Title of
Authorized Signatory:
_____________________________________________________________

    Date:
_______________________________________________________________________________

     

     

    
      
         

      

      
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    ASSIGNMENT
FORM

    


    (To
assign the foregoing AIR, execute this form and supply required
information.  Do not use this form to exercise the AIR.)

    


    


    FOR VALUE
RECEIVED, the foregoing AIR and all rights evidenced thereby are hereby assigned
to

    


    


    _______________________________________________
whose address is ____________________

    


    ________________________________________________________________.

    


    


    ________________________________________________________________

    


                                              Dated:  ______________,
_______

    


    


    Holder's Signature:
______________________________________________________

    


    Holder's
Address:   ______________________________________________________

    


                  ______________________________________________________________________

     

     

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