EXHIBIT 10.24
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT is entered into as of April 30, 2005 by and
among CORD BLOOD AMERICA, INC., a Florida corporation ("CBA"), FAMILY MARKETING
LLC, a Delaware limited liability company (the "Shareholder"), and FAMILY
MARKETING, INC., a Nevada corporation ("FMI").
RECITALS:
WHEREAS, the respective managements of each of CBA and FMI have
determined that it is in the best interests of the parties that CBA acquire 100%
of the issued and outstanding shares of common stock of FMI in exchange for the
issuance of a certain number of shares of common stock of CBA to the Shareholder
on the terms set forth in this Exchange Agreement (the "Exchange");
WHEREAS, the Shareholder desires to exchange its shares of common stock
of FMI for shares of common stock of CBA pursuant to the Exchange; and
WHEREAS, CBA, FMI and the Shareholder desire to set forth in this
Exchange Agreement (the "Agreement") the terms of exchange, which is intended to
constitute a tax-free reorganization pursuant to the provisions of Section
368(a)(1)(B) of the Internal Revenue Code of 1986;
NOW THEREFORE, in consideration of the recitals and the respective
representations, warranties, covenants and agreements of the parties set forth
herein, each of the parties agrees as follows:
ARTICLE 1
PLAN OF EXCHANGE
1.01 THE EXCHANGE.
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(a) The Shareholder hereby assigns, transfers and conveys
to CBA, free and clear of all liens, pledges,
encumbrances, charges, restrictions or claims of any
kind, nature, or description, 100 shares of common
stock of FMI , constituting 100% of the issued and
outstanding shares of common stock of FMI, with the
objective of such Exchange being the acquisition by
CBA of 100% of the issued and outstanding shares of
common stock of FMI.
(b) In exchange for the transfer of the shares of common
stock of FMI by the Shareholder, CBA is issuing and
transferring to the Shareholder 95,200 shares of
common stock of CBA (the "Shares").
(c) Payment of $3,555.15 to Family Marketing, LLC. within
30 days of a fully executed agreement. This
constitutes remaining balance of out of pocket
expenses to be reimbursed.
(d) Simultaneously with the execution and delivery of
this Agreement, the Shareholder is delivering to CBA
the certificate or certificates representing all of
its shares of common stock of FMI. As soon as
practical after the date of this Agreement, CBA shall
issue to the Shareholder a certificate evidencing its
interest in the Shares.
(e) Upon execution of the Buy/Sell agreement between Cord
Blood America and Family, Marketing LLC., in addition
to the previously noted assets to which are being
acquired, Family Marketing, Inc. has been granted by
Gecko Media,Inc. a nonexclusive, worldwide, perpetual
license to use, adapt, edit, and display the Gecko
Media Lead System, and Gecko Media, Inc. acknowledges
that it has the authority to grant such rights to
Family Marketing, Inc. Family Marketing, Inc. agrees
not to sell, publish or distribute the Gecko Media
Lead System (in both object and source code formats)
without first obtaining written permission from Gecko
Media, Inc. Gecko Media, Inc. does not warrant that
the Gecko Media Lead System will operate error-free.
The Gecko Media Lead System is provided on an 'AS IS'
basis without any warranties of any kind. In no event
shall Gecko Media,Inc. be liable for any damages
whatsoever (Including, without limitation,incidental
and consequential damages, lost profits, or damages
resulting from lost data or business interruption)
resulting from the use or inability to use the lead
system or the code, whether based on warranty,
contract,tort, or any other legal theory, and whether
or not Gecko Media, Inc. is advised of the
possibility of such damages. Gecko Media, Inc.
recognizes that all consumer data (leads) collected,
either with or without the use of the Gecko Media
Lead System (in both object and source code formats)
is the sole property of Family Marketing, Inc. its
subsidiaries or parent companies if any. Gecko Media,
Inc. agrees that it will not copy, solicit, divert
and/or remarke to any consumer data (leads) or
information collected by Family Marketing, Inc for
its own .
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ARTICLE II
REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS
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CONCERNING FMI
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In order to induce CBA to execute and deliver this Agreement, and to
perform its obligations hereunder, each of the Shareholder and FMI, jointly and
severally, represents and warrants to CBA, and covenants and agrees with CBA, as
follows:
2.01 ORGANIZATION. FMI is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Florida and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to
own all of its properties and assets and to carry on its
business in all material respects as it is now being
conducted, including qualifications to do business as a
foreign corporation in the states and countries in which the
charter and location of the assets owned by it or the nature
of the business transacted by it requires qualification,
except where failure to be so qualified would not have a
material adverse effect on its business. True, complete and
correct copies of the articles of incorporation and bylaws of
FMI as in effect on the date hereof have previously been
delivered to CBA. The execution and delivery of this Agreement
does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of FMI's
articles of incorporation or bylaws. FMI has taken all actions
required by law, its articles of incorporation, or otherwise
to authorize the execution and delivery of this Agreement. FMI
has full power, authority, and legal right and has taken all
action required by law, its articles of incorporation, and
otherwise to consummate the transactions herein contemplated.
2.02 CAPITALIZATION. The authorized capital of FMI consists of
10,000 shares of common stock, no par value, of which 100
shares are currently issued and outstanding. All issued and
outstanding shares of common stock of FMI are legally issued,
fully paid, and non-assessable and not issued in violation of
the preemptive and other rights of any person
2.03 FINANCIAL AND TAX INFORMATION.
(a) FMI has never filed a federal or state income tax
return.
(b) FMI has no liabilities with respect to the payment of
any federal, state, county, or local or other taxes
(including any deficiencies, interest or penalties),
except for taxes accrued but not yet due and payable.
(c) The books and records, financial and otherwise, of
FMI are in all material respects complete and correct
and have been maintained in accordance with good
business and accounting practices.
(d) FMI has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise.
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2.04 INFORMATION. The information concerning FMI set forth in this
Agreement is complete and accurate in all material respects
and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the
statement made, in light of the circumstances under which it
was made, not misleading. In addition, FMI has fully disclosed
in writing to CBA all information relating to matters
involving FMI or its assets or its present or past operations
or activities which (i) indicated or may indicate, in the
aggregate, the existence of a greater than $25,000 liabiltiy
or diminution in value, (ii) have led or may lead to a
competitive disadvantage on the part of FMI or (iii) either
alone or in aggregation with other information covered by this
Section, otherwise have led or may lead to a material adverse
effect on the transactions contemplated herein or on FMI, its
assets, or its operations or activities as presently conducted
or as contemplated to be conducted after the date hereof,
including, but not limited to, information relating to
governmental, employee, environmental, litigation and
securities matters and transactions with affiliates.
2.05 OPTIONS OR WARRANTS. There are no options, warrants, calls, or
commitments of any character relating to the authorized and
unissued FMI common stock.
2.06 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in
this Agreement or otherwise disclosed in writing to CBA, since
April 30, 2005:
(a) There has not been (i) any material adverse change in
the business, operations, properties, assets, or
condition of FMI or (ii) any damage, destruction, or
loss to FMI (whether or not covered by insurance)
materially and adversely affecting the business,
operations, properties, assets, or condition of FMI;
(b) FMI has not (i) amended its articles of incorporation
or bylaws; (ii) declared or made, or agreed to
declare or make, any payment of dividends or
distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to
purchase or redeem, any of its capital stock; (ii)
waived any rights of value which in the aggregate are
outside of the ordinary course of business or
material considering the business of FMI; (iv) made
any material change in its methods of management,
operation or accounting; (v) entered into any other
material transaction other than sales in the ordinary
course of its business; (vi) made any accrual or
arrangement for payment of bonuses or special
compensation of any kind or any severance or
termination pay to any present or former officer or
employee; (vii) increased the rate of compensation
payable or to become payable by it to any officers or
directors or any of its salaried employees whose
monthly compensation exceeds $1,000; or (viii) made
any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or
other employee benefit plan, payment, or arrangement
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made to, for, or with its officers, directors, or
employees.
(c) FMI has not (i) borrowed or agreed to borrow any
funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent)
except as disclosed herein and except liabilities
incurred in the ordinary course of business; (ii)
paid or agreed to pay any material obligations or
liability (absolute or contingent) other than current
liabilities reflected in or shown on the most recent
FMI balance sheet, and current liabilities incurred
since that date in the ordinary course of business
and professional and other fees and expenses in
connection with the preparation of this Agreement and
the consummation of the transactions contemplated
hereby; (iii) sold or transferred, or agreed to sell
or transfer, any of its assets, properties, or rights
(except assets, properties, or rights not used or
useful in its business which, in the aggregate have a
value of less than $1,000), or canceled, or agreed to
cancel, any debts or claims (except debts or claims
which the aggregate are of a value of less than
$1,000); (iv) made or permitted any amendment or
termination of any contract, agreement, or license to
which it is a party if such amendment or termination
is material, considering the business of FMI; or (v)
issued, delivered, or agreed to issue or deliver any
stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held
as treasury stock); and
(d) to the best knowledge of FMI, FMI has not become
subject to any law or regulation which materially and
adversely affects, or in the future may adversely
affect the business, operations, properties, assets,
or condition of FMI.
2.07 TITLE AND RELATED MATTERS. FMI has good and marketable title
to all of its properties and assets, real and personal, which
are reflected in the most recent FMI balance sheet or acquired
after that date (except properties and assets sold or
otherwise disposed of since such date in the ordinary course
of business), free and clear of all liens, pledges, charges,
or encumbrances except (a) statutory liens or claims not yet
delinquent and (b) such imperfections of title and easements
as do not and will not materially detract from or interfere
with the present or proposed use of the properties subject
hereto or affected thereby or otherwise materially impair
present business operations on such properties. FMI owns, free
and clear of any liens, claims, encumbrances, royalty
interests, or other restrictions or limitations of any nature
whatsoever, any and all products and services it is currently
providing, including the underlying technology and data, and
all procedures, techniques, marketing plans, business plans,
methods of management, or other information utilized in
connection with FMI's business. No third party has any right
to, and FMI has not received any notice of infringement of or
conflict with asserted rights of others with respect to any
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product, technology, data, trade secrets, know-how, propriety
techniques, trademarks, service marks, trade names, or
copyrights which, individually or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would
have a materially adverse effect on the business, operations,
financial condition, income, or business prospects of FMI or
any material portion of its properties, assets, or rights.
2.08 LITIGATIONS AND PROCEEDINGS. There are no actions, suits,
proceedings, or investigations pending or, to the knowledge of
FMI after reasonable investigation, threatened by or against
FMI or affecting FMI or its properties and assets, at law or
in equity, before any court or other governmental agency or
instrumentality , domestic or foreign, or before any
arbitrator of any kind. FMI does not have any knowledge of any
material default on its part with respect to any judgment,
order, injunction, decree, award, rule or regulation of any
court, arbitrator, or governmental agency or instrumentality.
2.09 MATERIAL AGREEMENTS.
--------------------
(a) Except for that certain Contribution and Royalty
Agreement dated April 22, 2005 by and between the
Shareholder and FMI, there are no "material"
contracts, agreements, franchises, licenses, license
agreements, debt instruments or other commitments to
which FMI is a party or by which it or any of its
assets, products, technology, or properties are bound
other than those incurred in the ordinary course of
business (as used in this Agreement, a "material"
contract, agreement, franchise, license agreement,
debt instrument or commitment is one which (i) will
remain in effect for more than six (6) months after
the date of this Agreement or (ii) involves aggregate
obligations of at least fifty thousand dollars
($50,000));
(b) All contracts, agreements, franchises, license
agreements, and other commitments to which FMI is a
party or by which its properties are bound and which
are material to the operations of FMI taken as a
whole are valid and enforceable by FMI in all
respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the
rights of creditors generally;
(c) FMI is not a party to or bound by, and the properties
of FMI are not subject to any contract, agreement,
other commitment or instrument; any charter or other
corporate restriction; or any judgment, order, writ,
injunction, decree, or award which materially and
adversely affects, the business operations,
properties, assets, or condition of FMI; and
(d) Except as previously disclosed in writing to CBA, FMI
is not a party to any oral or written (i) contract
for the employment of any officer or employee which
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is not terminable on 30 days or less notice; (ii)
profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement
plan, (iii) agreement, contract or indenture relating
to the borrowing of money, (iv) guaranty of any
obligation, other than one on which FMI is a primary
obligor, for the borrowing of money or otherwise,
excluding endorsements made for collection and other
guaranties of obligations which, in the aggregate do
not exceed more than one year or providing for
payments in excess of $25,000 in the aggregate; (vi)
collective bargaining agreement; or (vii) agreement
with any present or former officer or director of
FMI.
2.10 MATERIAL CONTRACT DEFAULTS. FMI is not in default in
any material respect under the terms of any
outstanding contract, agreement, lease, or other
commitment which is material to the business,
operations, properties, assets or condition of FMI.
2.11 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of
this Agreement and the consummation of the
transactions contemplated by this Agreement will not
result in the breach of any term or provision of,
constitute an event of default under, or terminate,
accelerator modify the terms of, any material
indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which
FMI is a party or to which any of its properties or
operations are subject.
2.12 GOVERNMENTAL AUTHORIZATIONS. FMI has all licenses, franchises,
permits, and other governmental authorizations that are
legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. No
authorization, approval, consent, or order of, or
registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution
and delivery by FMI of this Agreement and the consummation by
FMI of the transactions contemplated hereby.
2.13 COMPLIANCE WITH LAWS AND REGULATIONS. FMI has complied with
all applicable laws, statutes, rules and regulations of all
federal, state and other governmental entities and agencies,
except to the extent that noncompliance would not materially
and adversely affect the business, operations, properties,
assets, or condition of FMI or except to the extent that
noncompliance would not result in the occurrence of any
material liability for FMI.
2.14 INSURANCE. FMI has no insurance.
2.15 APPROVAL OF AGREEMENT. The board of directors of FMI has
authorized the execution and delivery of this Agreement by FMI
and has approved this Agreement and the transactions
contemplated hereby.
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2.16 VALID OBLIGATION. This Agreement constitutes the valid and
binding obligations of FMI and is enforceable in accordance
with its terms.
ARTICLE III
CERTAIN REPRESENTATIONS, WARRANTIES, COVENANTS AND
--------------------------------------------------
AGREEMENTS OF THE SHAREHOLDER
-----------------------------
In order to induce CBA to execute and deliver this Agreement, and to
perform its obligations hereunder, the Shareholder represents and warrants to,
and covenants and agrees with CBA as follows:
(a) The Shareholder acknowledges that the offer, issuance
and sale to it of the Shares is intended to be exempt
from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), in reliance on
one or more exemptions for private offerings.
(b) The Shareholder acknowledges receipt of the CBA's
Amendment Number 2 to Registration Statement on Form
10-SB and CBA's Quarterly Report on Form 10-QSB for
the period ended September 30, 2004 filed with the
Securities and Exchange Commission and the exhibits
attached thereto (collectively, the "Disclosure
Documents"). The Shareholder acknowledges that
neither this offering nor the Disclosure Documents
have been passed upon or the merits thereof approved
by any governmental authority.
(c) The Shareholder represents and warrants to CBA that
the Shareholder, by and through its managers,
directors, officers, employees and agents, (i) has
thoroughly reviewed and understood the Disclosure
Documents, and (ii) has had the opportunity to ask
questions of, and to receive answers from, officers
and employees of CBA concerning CBA and its business,
affairs and operations, and the transactions
contemplated by this Agreement, and to obtain any
additional information necessary to verify the
accuracy of the Disclosure Documents. The Shareholder
acknowledges that CBA's officers and employees have
answered all inquiries made on behalf of the
Shareholder to the satisfaction of the person or
persons making such inquiry.
(d) The Shareholder represents and warrants to CBA that
the Shareholder, by virtue of his education, training
and experience, has such knowledge and experience in
financial and business matters that he is capable of
understanding the information provided to it by CBA
and of evaluating the merits and risks of his
investment in the Shares.
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(e) The Shareholder represents and warrants to CBA that
he is an "accredited investor" as such term is
defined in Regulation D promulgated by the Securities
and Exchange Commission under the Act.
(f) The Shares are being acquired solely for the account
of the Shareholder, for investment, and not with a
view to, or for resale in connection with, any
"distribution" within the meaning of the Act. By such
representation, the Shareholder means that no other
person has a beneficial interest in the Shares, and
that no other person has furnished or will furnish,
directly or indirectly, any part of or guarantee the
payment of any part of the consideration paid to CBA
in connection therewith. The Shareholder does not
intend to distribute all or any part of the Shares
and understands that the Shares are being offered
pursuant to a specific exemption or exemptions under
the provisions of the Act, which exemption(s)
depends, among other things, upon the investment
intent of the Shareholder. The Shareholder realizes
that, in the view of the Securities and Exchange
Commission, a purchase now with an intent to resell
by reason of any foreseeable specific contingency or
an anticipated change in market value or in the
condition of CBA or of its property, or in connection
with a contemplated liquidation or settlement of any
loan obtained by the Shareholder for the acquisition
of such security would represent a purchase with an
intent inconsistent with the foregoing representation
by the Shareholder, and that such a sale or
disposition might be regarded as a deferred sale as
to which the exemption is not available.
(g) The Shareholder understands and acknowledges that CBA
has not registered, and has no obligation or present
intention to register, under the Act or any
applicable securities laws of any jurisdiction of the
Shares. The Shareholder further acknowledges that no
representations to the contrary have been made by any
person on behalf of CBA in connection with his
acquisition of the Shares.
(h) The Shareholder acknowledges and agrees that the
Shares may not be sold, assigned, transferred,
conveyed, pledged or otherwise disposed of unless
they are registered under the Act or an exemption
from such registration is available. The Shareholder
acknowledges and agrees that the Shares constitute
"restricted securities," as such term is defined in
Rule 144 promulgated by the Securities and Exchange
Commission under the Act, and, unless sooner
registered for sale under the Act, may not be sold
for a period of one year from and after the date of
this Agreement. Stop transfer instructions will be
placed by CBA against the Shares and CBA shall not
permit the transfer or other disposition of the
Shares, unless and until such transfer or other
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disposition complies with all applicable laws, rules
and regulations.
(i) The Shareholder acknowledges that any and all
certificates representing the Shares will bear a
restrictive legend in substantially the following
form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED,
ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE
COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE
AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACTOF 1933,
AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER,
CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER
DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT
ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.
(j) The Shareholder represents and warrants to CBA that
(i) he has full power and authority to execute and
deliver this Agreement, (ii) this Agreement has been
duly and validly executed and delivered by the
Shareholder and constitutes the legal, valid and
binding obligation of the Shareholder and (iii) this
Agreement is enforceable against the Shareholder in
accordance with its terms.
ARTICLE IV
REPRESENTATIVES, WARRANTIES, COVENANTS AND AGREEMENTS OF CBA
------------------------------------------------------------
In order to induce FMI and the Shareholder to execute and deliver this
Agreement, and to perform their respective obligations hereunder, CBA represents
and warrants to FMI and each of the Shareholder as follows:
4.01 ORGANIZATION. CBA is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Florida and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to
own all of its properties and assets, to carry on its business
in all material respects as it is now being conducted, and
except where failure to be so qualified would not have a
material adverse effect on its business, there is no
jurisdiction in which it is not qualified in which the
character and location of the assets owned by it or the nature
of the business transacted by it requires qualification. The
execution and delivery of this Agreement does not, and the
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consummation of the transactions contemplated hereby will not,
violate any provision of CBA's certificate of incorporation or
bylaws.
4.02 AUTHORITY AND VALIDITY. CBA has full power and authority to
execute and deliver this Agreement and to perform its
obligations hereunder, (ii) the execution and delivery by CBA
of this Agreement and the performance by it of its obligations
hereunder have been authorized by all necessary corporate
action of CBA, (iii) this Agreement has been duly and validly
executed and delivered by CBA and constitutes the legal, valid
and binding obligation of CBA and (iv) this Agreement is
enforceable against CBA in accordance with its terms.
ARTICLE V
SURVIVAL AND INDEMNITIES
------------------------
5.01 SURVIVAL. All of the representations, warranties, covenants,
agreements and indemnities of the parties set forth in this
Agreement shall survive the consummation of the transactions
contemplated by this Agreement, notwithstanding any audit or
investigation made by or on behalf of any such party.
5.02 INDEMNIFICATION OF CBA. Each of the Shareholder and FMI shall
jointly and severally indemnity and hold harmless CBA from,
against and in respect of the full amount of any and all
liabilities, damages, claims, taxes, deficiencies,
assessments, losses, penalties, interest, costs and expenses
(including without limitation fees and disbursements of trial
and appellate counsel)(collectively, the "Indemnified
Expenses") arising from, in connection with, or incident to
any breach or violation of any or all of the representations,
warranties, covenants and agreements made by it or him in this
Agreement.
5.03 INDEMNIFICATION OF THE SHAREHOLDER AND FMI. CBA shall
indemnify and hold harmless the Shareholder and FMI from,
against and in respect of the full amount of any and all
Indemnified Expenses arising from, in connection with, or
incident to any breach or violation of any or all of the
representations, warranties, covenants and agreements made by
CBA in this Agreement.
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ARTICLE VI
RESIGNATIONS
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Simultaneously with the execution and delivery of this Agreement, each
of Xxxxx Xxxxx and Xxxxxxx Xxxx are resigning as directors and officers of FMI.
ARTICLE VII
MISCELLANEOUS PROVISIONS
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7.01 EXPENSES. All of the legal, accounting and other costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be borne and paid by
the party to this Agreement incurring such costs and expenses,
and no party shall be obligated for any cost or expense
incurred by any other party to this Agreement, except that CBA
shall bear the entire expense of the audit of the financial
statements of FMI.
7.02 GOVERNING LAW. This Agreement shall be governed by, and shall
be construed and interpreted in accordance, with the laws of
the State of Florida, without giving effect to the principles
of conflicts of law thereof.
7.03 ENTIRE AGREEMENT. This Agreement, together with the exhibit
attached hereto, constitutes the entire agreement among the
parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations
and arrangements, both oral and written among the parties with
respect to such subject matter. This Agreement may not be
amended or modified in any manner, except by a written
instrument executed by all of the parties hereto.
7.04 BENEFITS: BINDING EFFECT. This Agreement shall be for the
benefit of, and shall be binding upon, the parties hereto and
their respective heirs, personal representatives, executors,
legal representatives, successors and assigns.
7.05 JURISDICTION AND VENUE. Any claim or dispute arising out of,
connected with, or in any way related to this Agreement shall
be instituted by the complaining party and adjudicated in a
court of competent jurisdiction located in Orange County,
Florida, and the parties to this Agreement consent to the
personal jurisdiction of and venue of such courts. In no event
shall any party to this Agreement contest the personal
jurisdiction of such courts over or the venue of such courts.
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7.06 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of any or all of the provisions
hereof.
7.07 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the separate parties in separate
counterparts, each of which shall be deemed to constitute an
original and all of which shall be deemed to constitute the
one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed and delivered this
Agreement as of the date first written above.
CORD BLOOD AMERICA, INC. FAMILY MARKETING, LLC
By_______________________________ By__________________________________
Xxxxxxx X. Xxxxxxxxx, Xxxxx Xxxxx, Manager
Chief Executive Officer
By__________________________________
Xxxxxxx Xxxx, Manager
FAMILY MARKETING, INC.
By__________________________________
Xxxxx Xxxxx, President
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