REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company, Corcell, Ltd, a Nevada corporation, and the Purchaser (the “Securities Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT To Purchase 4,000,000 Shares of Common Stock of CORD BLOOD AMERICA, INC.Securities Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ascendiant Securities, LLC 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 4,000,000 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).
COMMON STOCK PURCHASE WARRANT To Purchase 36,000,000 Shares of Common Stock of CORD BLOOD AMERICA, INC.Security Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shelter Island Opportunity Fund, LLC 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 36,000,000 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).
Security AgreementSecurity Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
SECURITY AGREEMENTSecurity Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
BLOCKED ACCOUNT AGREEMENTBlocked Account Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
THIS BLOCKED ACCOUNT AGREEMENT (“Agreement”) is made and entered into as of this 14th day of February, 2007, by and among Citibank, N.A. (“Bank”), Corcell, Ltd., a Nevada corporation (“Company”), and Shelter Island Opportunity Fund, LLC, and its successors and assigns (“Purchaser”).
Put Option for 4,000,000 shares of the Common Stock of CORD BLOOD AMERICA, INC. PUT OPTION AGREEMENTPut Option Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories
Cord Blood America, Inc., a corporation organized under the laws of the State of Florida (“Cord Blood”), hereby agrees that, for value received, Ascendiant Securities, LLC, its successors or assigns (the “Holder”), is entitled, subject to the terms set forth below, to require the Company (as defined herein) from and after the earlier of (the earlier of such dates being the “Put Commencement Date”) (1) the date Corcell, Ltd., a Nevada corporation has repaid the entire principal and accrued interest on its $2,300,000 Secured Original Issue Discount Debenture, dated the date hereof (the “Debenture”), issued to Shelter Island Opportunity Fund, LLC and (2) August 14, 2009, until August 14, 2010 (the “Put Termination Date”), to repurchase from Holder, up to 4,000,000 shares (the “Put Shares”) of Common Stock (as defined herein) at the Exercise Price (as defined herein). The number and character of the Put Shares and the Exercise Price per share are subject to the adjustment mechanisms under
COLLLATERAL ACCOUNT CONTROL AGREEMENTCollateral Account Control Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
THIS COLLATERAL ACCOUNT CONTROL AGREEMENT (“Agreement”) is made and entered into as of this 14th day of February, 2007, by and among Citibank, N.A. (“Bank”), Corcell, Ltd., a Nevada corporation (“Company”), and Shelter Island Opportunity Fund, LLC, and its successors and assigns (“Purchaser”).
AGREEMENTDevelopment and Maintenance Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • Florida
This Agreement is made among Cord Blood America, Inc. (CBAI), and its subsidiary, Cord Partners, Inc. (Cord Partners), both Florida corporations with their principal place of place of business at 9000 Sunset Boulevard Suite 400, Los Angeles, California 90069 (hereafter jointly referred to as Cord) and Gecko Media, Inc. (Gecko), a Florida Corporation with its principal place of business at 16017 North Florida Avenue, Suite 113, Lutz, Florida 33549.
February 7, 2007 Mr. Matthew L. Schissler Chairman of the Board Cord Blood America Inc. 9000 West Sunset Boulevard Suite 400 Los Angeles, CA 90069 Dear Matt:Financial Advisory Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
This letter agreement (the “Agreement”) confirms that Cord Blood America, Inc. (“Client”) has engaged Ascendiant Securities, LLC ("Ascendiant") to act on a best efforts basis as financial advisor and co-placement agent for the Client in connection with the structuring, issuance, and sale (the “Transaction(s)”) of debt and/or equity securities (the “Securities”) for financing purposes. Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.
ContractSecurity Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
GUARANTYGuaranty • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2007 among Corcell, Ltd., a Nevada corporation (the “Company”), Cord Blood America, Inc., a Florida corporation (the “Parent”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
