Security AgreementSecurity Agreement • April 16th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
SECURITY AGREEMENTSecurity Agreement • April 16th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
BLOCKED ACCOUNT AGREEMENTBlocked Account Agreement • April 16th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
THIS BLOCKED ACCOUNT AGREEMENT (“Agreement”) is made and entered into as of this 9th day of April, 2007, by and among Citibank, N.A. (“Bank”), Cord Blood America, Inc., a Florida corporation (“Company”), and Shelter Island Opportunity Fund, LLC, and its successors and assigns (“Purchaser”).
April 9, 2007Secured Original Issue Discount Debenture • April 16th, 2007 • Cord Blood America, Inc. • Services-medical laboratories
Purchase of a $230,000 Secured Original Issue Discount Debenture (the “Debenture”), of Cord Blood America, Inc., a Florida corporation (the “Company”), by SHELTER ISLAND OPPORTUNITY FUND, LLC (the “Purchaser”)
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
FIRST AMENDMENT, dated as of April 9, 2007 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT, dated as of February 14, 2007 (the “Securities Purchase Agreement”), 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”).
ContractSecurity Agreement • April 16th, 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 PARENT. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
April 9, 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 • April 16th, 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.
