COMMON STOCK PURCHASE WARRANT To Purchase 20,270,270 Shares of Common Stock of CORD BLOOD AMERICA, INC.Common Stock Purchase Warrant • November 30th, 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 20,270,270 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 26, 2007, is by and among Cord Blood America, Inc., a Florida corporation (the “Company”), Enable Growth Partners LP, a Delaware limited liability company (the “Lead Purchaser”), and each other purchaser listed on Exhibit A attached hereto (individually, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 26, 2007, is by and between Cord Blood America, Inc., a Florida corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as “Purchaser” and, collectively, as the “Purchasers”.
SECURITY AGREEMENTSecurity Agreement • November 30th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of this 26th day of November 2007, by and among, the Purchaser, as secured party, each other purchaser listed on the signature page attached hereto (the “Secured Party”), and Corcell, Ltd., a Nevada corporation, as grantor (“Grantor”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Securities Agreement (as defined below).
ContractCord Blood America, Inc. • November 30th, 2007 • 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.
SUBORDINATION AGREEMENTSubordination Agreement • November 30th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
This Subordination Agreement is made as of November 26, 2007, by and between SHELTER ISLAND OPPORTUNITY FUND, LLC (“Purchaser”), and the person(s) whose name appears on the signature page hereto as a creditor (“Creditor”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CERTAIN RELATED AGREEMENTSSecurities Purchase Agreement • November 30th, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York
SECOND AMENDMENT, dated as of November 26, 2007 (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 (as so amended, 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”).
Put Option for 20,270,270 shares of the Common Stock of CORD BLOOD AMERICA, INC. PUT OPTION AGREEMENTOption Agreement • November 30th, 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, Shelter Island Opportunity Fund, 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 May 26, 2010 (the “Put Commencement Date”), until November 26, 2012 (the “Put Termination Date”), to repurchase from Holder, up to 20,270,270 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 the Common Stock Purchase Warrant of even date herewith, a copy of which is attached.
