FORM OF COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of CORD BLOOD AMERICA, INC.Security Agreement • June 13th, 2008 • Cord Blood America, Inc. • Services-medical laboratories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its registered assigns (the “Holder”), is entitled, upon the terms and subject to 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 the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cord Blood America, Inc., a Florida corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND AMENDMENT TO DEBENTURESecurities Purchase Agreement • June 13th, 2008 • Cord Blood America, Inc. • Services-medical laboratories • New York
FOURTH AMENDMENT, dated as of June 3, 2008 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT, dated as of February 14, 2007, as amended by the First Amendment, dated as of April 9, 2007, the Second Amendment, dated as of November 26, 2007, and the Third Amendment, dated as of March 28, 2008 (as so amended, the “Securities Purchase Agreement”), among Corcell, Ltd., a Nevada corporation (the “Company”), Cord Blood America, Inc., a Florida corporation (the “Parent”), Career Channel, Inc., a Florida corporation d/b/a Rainmakers International (“Rainmakers”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
Cord Blood America, Inc.Securities Purchase Agreement • June 13th, 2008 • Cord Blood America, Inc. • Services-medical laboratories
Reference is made to (i) the Securities Purchase Agreement by and among Cord Blood America, Inc. (the “Company”), Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC, ena (collectively, “Enable”), dated as of November 26, 2007 (the “Enable Purchase Agreement”); (ii) the Common Stock Purchase Warrants issued on November 26, 2007 (the “November 2007 Warrants”) to Enable pursuant to the Enable Purchase Agreement; (iii) the Senior Convertible Notes issued on November 26, 2007 (the “November 2007 Notes”), pursuant to the Enable Purchase Agreement; and (iv) that certain Securities Purchase Agreement, dated as of February 14, 2007 (the “Shelter Island Purchase Agreement”), as amended by the First Amendment, dated as of April 9, 2007, the Second Amendment, dated as of November 26, 2007, and the Third Amendment, dated as of March 28, 2008, by and among the Company, Corcell, Ltd., a Nevada corporation, Career Channel, Inc., a Florida corpor
