Cord Blood America, Inc. Secured Convertible Promissory Note

 

 

Issuance Date: June 27, 2012

U.S. $1,252,000.00

 

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the order of Holder, the initial principal sum of $1,252,000 (the “Original Principal Amount”), and any additional advances and other amounts that may accrue under the terms of this Note as set forth herein when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any Outstanding Balance (as defined below) at the applicable interest rate as set forth herein until the same becomes due and payable, whether upon any Installment Date, the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 28 of the Agreement.  For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for redemption, conversion or otherwise, plus any accrued but unpaid Interest, collection and enforcements costs, and any other fees or charges (including without limitation Late Charges (as defined below)) incurred under this Note or under the Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28.21. “Equity Conditions” means: (i) with respect to the applicable date of determination, all of the Conversion Shares are freely tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (ii) on each day during the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including all of the Conversion Shares) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable date of determination due to business announcements by the Company); (iii) on each day during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 3.4 hereof (the Holder acknowledges that the Company shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from the Holder); (v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion of this Note); (viii) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction Document; (ix) without limiting clause (viii) above, on each day during the Equity Conditions Measuring Period, there shall not have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (x) the Company’s Common Stock shall remain DTC eligible as of each applicable Installment Notice Due Date and each applicable Installment Date; and (xi) on each applicable Installment Notice Due Date and each Installment Date, the cumulative dollar volume of the Common Stock on its Principal Market for the previous twenty-three (23) Trading Days shall be greater than three and three-fourths (3.75) times the Installment Amount for that applicable period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tonaquint, Inc.

 

A.

Date of conversion:

____________

B.

Conversion #:

____________

C.

Conversion Amount:

____________

D.

Conversion Price:  _______________

E.

Section 3 Conversion Shares:  _______________ (C divided by D)

F.

Remaining Outstanding Balance of Note:  ____________

 

$_________________ of the Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment Date(s): __________________________________________.

Broker:__________________________	Address:	_________________________________
DTC#: _________________________________		_________________________________
Account #: _________________________________		_________________________________
Account Name: _________________________________

 

 

 

 

Cord Blood America, Inc.

By: ________________________

Name: ______________________

Title: _______________________

 

 

 

A.	COMPANY ELECTIONS

 

 

______(i)

Redeeming Installment Amount in cash in accordance with Section 8.3 of the Note (“Company Redemption”)

 

______(ii)

Converting Installment Amount in accordance with Section 8 of the Note (“Company Conversion”) (if selected, complete Section B(1) and Section (C) of this Notice)

 

______(iii)

Combination of Company Redemption and Company Conversion (if selected, complete Section B(2) and Section (C) of this Notice)

 

B.	COMPANY CONVERSION (if applicable)

 

1.	Company Conversion:

 

A.

Installment Notice Due Date:

____________, 201_

B.

Company Conversion Amount:

_____________

C.

Pre-Installment Conversion Price:  _______________ (lower of (i) Conversion Price in effect and (ii) Market Price as of Installment Notice Due Date)

D.

Pre-Installment Conversion Shares:  _______________ (B divided by C)

E.

Excess Shares to be applied from previous installment (if any): _____________

F.

Installment Shares to be delivered: ________________ (D minus E )

G.

Remaining Note Balance:  ____________

 

 

2.	Combination of Company Redemption and Company Conversion (if elected above):

 

A.

Installment Notice Due Date:

____________, 201_

B.

Installment Amount:

____________

C.

Company Redemption Amount: _____________

D.

Company Conversion Amount: _____________ (B minus C)

E.

Pre-Installment Conversion Price:  _______________ (lower of (i) Conversion Price in effect and (ii) Market Price as of Installment Notice Due Date)

F.

Pre-Installment Conversion Shares:  _______________ (D divided by E)

G.

Excess Shares to be applied from previous installment (if any): _____________

H.

Installment Shares to be delivered: ________________ (F minus G)

I.

Remaining Note Balance:  ____________

C.	EQUITY CONDITIONS CERTIFICATION (if applicable)

 

1.	Market Capitalization of the Common Stock:________________

 

 

2.	_________The Company herby certifies that no Equity Conditions Failure exists as of the Installment Notice Due Date.

 

3.	_________The Company hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from the Holder.  The Equity Conditions Failure is as follows:

 

 

 

 

1.	POST-INSTALLMENT CONVERSION SHARES

 

A.	Installment Notice Due Date:  ____________, 201_

 

B.	Company Conversion Amount:  _____________

 

C.	Post-Installment Conversion Price:  _______________ (lower of (i) Conversion Price in effect and (ii) Market Price as of Installment Date)

 

D.	Post-Installment Conversion Shares:  _______________ (B divided by C)

 

E.	Pre-Installment Conversion Shares Delivered: ________________

 

F.	Post-Installment Shares to be delivered: ________________ (Only applicable if D minus E is greater than zero)

 

G.	Post-Installment Shares to be applied to next installment or returned:_________________ (Only applicable if D minus E is less than zero)

 

2.	EQUITY CONDITIONS CERTIFICATION (if applicable)

 

A.	Market Capitalization of the Common Stock:________________

 

 

B.	_________The Company herby certifies that no Equity Conditions Failure exists as of the applicable Installment Date.

 

C.	_________The Company hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from the Holder.  The Equity Conditions Failure is as follows:

 

 

 

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