0001338945-05-000001 Sample Contracts

American Stem Cell Corporation, Inc. Lock-up Agreement
Lock-Up Agreement • September 20th, 2005 • American Stem Cell Corp

American Stem Cell Corporation ("ASC") has advised me that it is seeking to register certain of its shares of Common Stock under form SB-2 with the Securities and Exchange Commission ("SEC") and that I may include the shares of common stock of ASC held by me if I agree to restrict my sale thereof as described below.

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AMERICAN STEM CELL
Advisory Agreement • September 20th, 2005 • American Stem Cell Corp
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • September 20th, 2005 • American Stem Cell Corp • California

This Share Exchange Agreement (the "Agreement") effective as of July 1, 2005, is by and between AMERICAN STEM CELL CORPORATION, a corporation organized under the laws of Nevada ("ASC"), having its principal offices at 157 Surfview Drive, Pacific Palisades, CA 90272, LIFELINE CELL TECHNOLOGY, LLC, ("Lifeline") a limited liability company organized under the laws of the state of California and having its principal offices at 157 Surfview Drive, Pacific Palisades, CA 90272, and the members of Lifeline (the "Holders"). The list of Holders is attached hereto as Exhibit "A".

AMERICAN STEM CELL
Advisory Agreement • September 20th, 2005 • American Stem Cell Corp
AMERICAN STEM CELL
Advisory Agreement • September 20th, 2005 • American Stem Cell Corp
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