exv10w8



 





Exhibit
10.8



PROMISSORY NOTE




	 	 	 
	$500,000.00

	 	Los Angeles, California
	 

	 	June 30, 2006






FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to American Stem Cell
Corporation (“Payee”), or order, at 11300 West Olympic Blvd., Suite 800, Attn: Christopher
Dieterich, or at any other place that Payee designates by notice to Maker, in United States
Dollars, the sum of Five Hundred Thousand dollars ($500.000.00) on the following terms.




1. Payments.



(a) Principal. Subject to the provisions of Section 2, the entire principal amount
hereof shall be payable in full on June 30, 2007 (the “Maturity Date”). No interest shall accrue
prior to maturity.



(b) Prepayments. This Note may be prepaid in whole or in part, at any time prior to
maturity without consent of the holder without any penalty or premium.




2.  Early Repayment.



(a) Upon Closing of a Qualifying Financing. Upon the consummation of the Payee’s
placement of $2,000,000 or more in equity financing prior to the Maturity Date, Maker shall make
partial early repayment of this Note in an amount equal to 10% of such financing up to the amount
of $500,000; provided that if such financing is part of a larger financing with multiple closings,
no payment hereunder shall be due until the final closing of such financing or the Maturity Date,
whichever comes first.




3. Default.



(a) Events of Default. Maker shall be in default of this Note on the occurrence of
any of the following:



(i) Payments. Failure of Maker to make any payment under this Note within three days
of the due date.




(ii) Bankruptcy.



(A) The filing by Maker of a voluntary petition in bankruptcy, a petition for reorganization,
arrangement or other relief under the United States Bankruptcy Act, or a voluntary petition for the
appointment of a receiver or comparable relief from creditors under the laws of any state, or the
making by Maker of an assignment of all or substantially all of its assets for the benefit of
creditors.



(B) The adjudication of Maker as a bankrupt or insolvent, the appointment of a receiver of all
or substantially all of Maker’s assets, or the entry of an order of the reorganization of Maker
under the United States Bankruptcy Act, if such
adjudication, appointment or order is made on a petition filed against Maker and is not,
within 90 days after it is made, vacated or stayed on appeal or otherwise, or if Maker consents to
the appointment, order or petition.


 


 









 





(b) Acceleration on Default. When Maker is in default, the entire unpaid principal
balance of this Note shall become immediately due and payable at the election of Payee, upon the
notification of such election to Maker and the expiration of any applicable cure period, and
interest shall accrue thereafter on the unpaid balance at the rate of 8% per annum.



4. Collection Costs. On any default by Maker, Payee shall be entitled to recover from
Maker all costs of collection and enforcement, including, without limitation, reasonable attorneys’
fees.



5. Condition of Payment. Payment under this Note is conditioned upon the absence of
breach by the ASC Parties under the Final Settlement Agreement, dated as of June 30, 2006, between
the ASC Parties and the Lifeline Parties (the “Settlement Agreement”), the terms of which are
hereby incorporated by reference. Payments to be made under this Note may be offset against any
amounts owed to Maker under the Settlement Agreement at the election of Maker.



6. Remedies Cumulative. The rights and remedies of Payee under this Note are
cumulative and may be pursued singly, successively or together against Maker and any funds or
security held by Payee.



7. Governing Law. This Note and the rights and obligations of the parties hereto
shall be governed by and construed and enforced in accordance with the laws of the State of
California applicable to agreements executed and to be performed in the State of California,
irrespective of its choice-of-law provisions.



8. Notices. Unless otherwise expressly stated in this Note, all notices given
hereunder shall be in writing and shall be served personally, or be mailed in U.S. mail, first
class certified, registered or Express Mail postage prepaid, and a return receipt requested, or be
deposited with a nationally recognized commercial courier service with next-day delivery charges
prepaid. Notices may also effectively be given by transmittal over facsimile machine or other
electronic transmitting device if the party to whom the notice is being sent has a receiving device
in its office and a copy of the notice is also served personally or in the same manner required for
a mailed notice or a notice deposited with a commercial courier service. Notices shall be deemed
received at the earlier of actual receipt or three days following deposit, in the manner required
above, in U.S. mail or with a commercial courier service. Notices shall be directed to the
following addresses:



	 	 	 	 	 
	 

	 	Payee:
	 	American Stem Cell Corporation
	 

	 	 	 	C/O Christopher Dieterich
	 

	 	 	 	11300 W. Olympic Blvd. Suite 800
	 

	 	 	 	Los Angeles, CA 90064





 


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	 	Maker:
	 	Lifeline Cell Technology, LLC
	 

	 	 	 	157 Surfview Drive
	 

	 	 	 	Pacific Palisades, CA 90272






Either party to this Note may change its address for notice purposes by giving notice to the other
parties in accordance with this Section 7, provided that the address change shall not be effective
until three days after notice of the change.



9. Severability. If any part of this Note is determined to be illegal or
unenforceable, all other parts shall remain in effect.



10. Successors and Assigns. This Note shall inure to the benefit of and bind the
parties hereto and their respective successors, assigns, heirs, executors and administrators.



IN WITNESS WHEREOF, Maker has signed and delivered this Note effective as of the date first
set forth above.



Lifeline Cell Technology, LLC




By:/S/ KENNETH C. ALDRICH




Accecpted: American Stem Cell Corporation




By:          /S/KENNETH SWAISLAND





 


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