UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 9, 2015
 
CORD BLOOD AMERICA, INC.
 (Exact name of registrant as specified in its charter)
 
Florida
 
000-50746
 
90-0613888
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

1857 Helm Drive, Las Vegas, NV 89119
 (Address of Principal Executive Office) (Zip Code)

(702) 914-7250
(Registrant’s telephone number, including area code)
_______________________________
 
Copies to:
Joseph R. Vicente
1857 Helm Drive, Las Vegas, NV 89119
Phone: (702) 914-7250
Fax: (702) 914-7251
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 1.01      Entry Into a Material Definitive Agreement.

On April 9, 2015, Cord Blood America, Inc. (the "Company") executed a Preferred Stock Purchase Agreement (the “Purchase Agreement”) and a Stockholder Agreement with Red Oak Fund LP, Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP (collectively the “Purchasers” or “Red Oak”).

Pursuant to the Purchase Agreement, the Purchasers are to deliver to the Company, at Closing (defined in the Purchase Agreement), $724,000 (the “Purchase Price”), and the Company is to deliver to the Purchasers 724,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”).  The terms of the Preferred Stock are set forth in Articles of Amendment to Articles of Incorporation of the Company (“Articles of Amendment”) that were designated by the Board of Directors of the Company on April 9, 2015 and are filed as an Exhibit to this Current Report.

As set forth in the Articles of Amendment, the Preferred Stock shall be convertible into common stock of the Company at the “Conversion Rate,” where each holder of Preferred Stock shall be entitled to common stock in accordance with the number of shares of Preferred Stock they hold divided by the total shares of Preferred Stock outstanding, 724,000 shares, multiplied by the “Maximum Common Converted Share Number,” which is 29.9793% of the outstanding shares of the Company on a fully diluted and converted basis assuming the conversion of all convertible securities, including the conversion of the Preferred Stock.  The Preferred Stock shall not be converted until such time as there are sufficient authorized common stock shares, which are not reserved for other purposes, in order that all of the Preferred Stock can be converted to common shares.  When there are sufficient such shares, all of the Preferred Stock shall automatically be converted to common stock at the Conversion Rate.

Further pursuant to the Articles of Amendment, while Preferred Stock is outstanding, the holders of Preferred Stock, voting exclusively and as a separate class, are entitled to elect three (3) Directors to the Board of Directors of the Company (the “Series A Directors”).  The Series A Directors may be removed without cause only by a vote of the holders of the Preferred Stock.  As set forth in the Purchase Agreement, the Board of Directors shall consist of a total of six (6) Directors, and under the Articles of Amendment, in the event of a Deadlock Resolution Event (defined in the Articles of Amendment), the holder of a majority of the Preferred Stock shall propose three (3) potential Independent Qualified Directors (defined in the Articles of Amendment), and the Board of the Company shall select one of them to serve as the Independent Qualified Director, in order to vote to break a deadlock.

In addition, on any matter presented to the stockholders for vote, the Preferred Stock shall vote as a class with the holders of common stock, and each share of Preferred Stock shall entitle the holder thereof to such number of votes as if the Preferred Stock were converted to common stock at the Conversion Rate.

In the event of a Deemed Liquidation Event (defined in the Articles of Amendment), the Purchasers are entitled to receive the greater of: i) the Purchase Price, plus any dividends declared but unpaid thereon; and ii) the amount the Purchasers would be entitled to receive if the Preferred Stock were converted to common stock of the Company prior to such Deemed Liquidation Event.

Under the Stockholder Agreement, in the event of a sale or transfer of more than fifty percent (50%) of the assets or shares outstanding of the Company or any merger (or similar transaction) that requires approval of the Company’s stockholders and results in a change of control of the Company where (i) the proposed acquirer is Red Oak or any entity or group in which Red Oak and/or David Sandberg has 10% of more of the economic interest, (ii) within six months prior to the date of a stockholder vote to approve such a transaction a Red Oak employee, partner, member, manager or officer is or has served as a member of the Board of Directors of the Company, and (iii) Red Oak is the largest shareholder at the time of the record date to approve such a transaction, then Red Oak shall vote any shares in excess of the number of shares held by the next largest stockholder, other than Red Oak, pro rata in accordance with the aggregate voting of Company shares held by parties other than Red Oak or any entity or group which includes Red Oak.

Collectively, the Purchase Agreement, Stockholder Agreement and Articles of Amendment are sometimes referred to herein as the “Transaction Documents”.

The Transaction Documents contain representations and warranties of the Company and the Purchasers that are customary for transactions of this kind.

The foregoing is only a summary of the terms of the transaction between the Company and the Purchasers. You are urged to read each of the Transaction Documents, which are attached as Exhibits to this Current Report and incorporated by reference herein.

Item 5.02      Compensatory Arrangements of Certain Officers.

Effective April 9, 2015, as part of the transaction with Red Oak, the Company entered into an Amendment to Executive Employment Agreement with Joseph R. Vicente, the Company’s President and Chairman of the Board, amending Mr. Vicente’s January 1, 2015 Executive Employment Agreement, as well as an Amendment to Executive Employment Agreement with Stephen Morgan, the Company’s Vice President, General Counsel and Secretary, amending Mr. Morgan’s April 1, 2015 employment agreement such that Mr. Vicente and Mr. Morgan no longer have the option, in their sole discretion, to receive their salary and bonus amounts in the form of Company stock, rather than cash.
 
Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits are furnished herewith:
 
Exhibit No.   Description
10.1   Preferred Stock Purchase Agreement
10.2   Stockholder Agreement
10.3   Articles of Amendment to Articles of Incorporation of Cord Blood America, Inc.
 
Amendment to Executive Employment Agreement of Joseph Vicente
 
Amendment to Executive Employment Agreement of Stephen Morgan
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
CORD BLOOD AMERICA, INC.
  (Registrant)  
       
Date:  April 13, 2015
By:
/s/ Joseph R. Vicente
 
   
Chairman and President

 
 
 
 
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Exhibit 10.1
 
 
PREFERRED STOCK PURCHASE AGREEMENT

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “ Agreement ”) is effective as of April 9, 2015 (the “ Execution Date ”), by and between CORD BLOOD AMERICA, INC. , a Florida corporation (the “ Company ”), and the purchaser identified on the signature page hereto (the “ Purchaser ”).
 
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Rule 506 promulgated thereunder, the Board of Directors of the Company (the “ Board ”) has authorized the sale and issuance to the Purchaser and other purchasers who are “accredited investors” within the meaning of Rule 501 under the Securities Act (collectively, the “ Other Purchasers ,” and together with the Purchaser, the “ Purchasers ”) of up to 724,000 shares of its Series A Preferred Stock (as defined below), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:
 
ARTICLE I
DEFINITIONS
 
1.1   Definitions .  In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1.1:

“ Action ” shall have the meaning ascribed to such term in Section 3.1(j).
 
“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.  With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser.
 
“ Automatic Conversion ” shall have the meaning ascribed to such term in Section 4.3.

“ Business Day ” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.
 
“ Closing ” means the closing of the purchase and sale of the Series A Preferred Stock pursuant to Section 2.2.
 
“ Closing Date ” means two (2) Business Days after the Execution Date, unless otherwise agreed in writing by all of the parties.

 
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“ Commission ” means the Securities and Exchange Commission.
 
“ Common Stock ” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.
 
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h).
  
“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
 
“ Material Adverse Effect ” shall have the meaning assigned to such term in Section 3.1(b).
 
“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Purchase Price ” shall have the meaning ascribed to such term in Section 2.2.

“ Required Amendment ” shall have the meaning ascribed to such term in Section 2.3(a)(ii).

“ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e).
  
“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 
“ Securities ” shall mean the Series A Preferred Stock issued hereunder and the Common Stock issuable upon conversion of the Series A Preferred Stock.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated hereunder.
  
“ Series A Preferred Stock ” means the Series A Convertible Preferred Stock of the Company, $0.0001 par value per share.

 
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“ Tonaquint Lien ” any Lien disclosed in the Company’s Form 8-K filing filed on December 23, 2014, arising from the transaction described therein (the “Tonaquint Transaction”).
 
“ Trading Market ” means markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question.
 
“ Transaction Documents ” means this Agreement, the Required Amendments, and any other documents or agreements executed by the Purchasers in connection with the transactions contemplated hereby.
 
“ Transfer Agent ” means the transfer agent of the Company.

 
ARTICLE II
PURCHASE AND SALE
 
2.1   Signing . On the Execution Date, the parties shall execute and deliver this Agreement, pursuant to which the Company agrees to sell, and the Purchaser agrees to purchase, 724,000 shares of Series A Preferred Stock (the “ Shares ”), upon the terms and subject to the conditions set forth herein.

2.2   Closing Date . On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase the Shares for a purchase price of $724,000 (the “ Purchase Price ”).  The Purchaser shall deliver the Purchase Price to the Company in immediately available funds via wire transfer, and the Company shall deliver to the Purchaser a stock certificate representing the Shares, and the Company and the Purchaser shall also deliver the other items set forth in Section 2.3 at the Closing. The Closing shall only occur upon satisfaction of the conditions set forth in Sections 2.3 and 2.4.
 
2.3   Deliveries .

(a)   On the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i)   A stock certificate representing the Shares, registered in the name of the Purchaser;

(ii)   A certified copy of the amendment to the Articles of Incorporation (the “Required Amendment”) of the Company authorizing the Series A Preferred Stock; and

(iii)   An executed counterpart to the Stockholder Agreement in the form attached hereto as Exhibit B .

 
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(iv)   An Officer’s Certificate attesting that (i) the Company has performed in all material respects its obligations required to be performed by it under this Agreement at or prior to the Closing Date, including those set forth in Section 2.4, and has obtained all consents and approvals required for the consummation of the transactions contemplated hereby; and (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto are true and correct at and as of the Closing Date (the “ Officer’s Certificate ”).

(b)   On the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

(i)   The Purchase Price in immediately available funds via wire transfer; and

(ii)   An executed counterpart to the Stockholder Agreement in the form attached hereto as Exhibit B .

 
(iii)   An Investor Questionnaire (in the form attached hereto as Exhibit A ) duly executed by the Purchaser; and
 
2.4   Covenants .  As inducement for the purchase of the Series A Preferred Stock the Company hereby covenants and agrees as follows:
 
(i)   the Company shall hold its May 7, 2015, Special Meeting of Shareholders (the “Special Meeting”);

 
(ii)   the Company will use reasonable best efforts to hold its Annual Shareholder Meeting within one hundred twenty (120) days of the Closing Date in order to confirm the election of Directors to the Board and to vote on other matters as recommended by the Board;

 
(iii)   the proceeds of the sale of the Series A Preferred Stock shall be used exclusively for the repayment of outstanding indebtedness.

(iv)   Joseph Vicente (“ Vicente ”) shall continue to be employed under his current employment agreement with the Company, which commenced on January 1, 2015 (the “ Employment Agreement ”); provided , however , that prior to the Closing the Employment Agreement shall be amended such that the CEO salary and bonus will be paid in cash unless otherwise determined by the Board after the Closing; and
 
(v)   Stephen Morgan (“ Morgan ”) shall continue to be employed under his current employment agreement with the Company, which commenced on April 1, 2015 (the “ Employment Agreement ”); provided , however , that prior to the Closing the Employment Agreement shall be amended such that the salary and bonus will be paid in cash unless otherwise determined by the Board after the Closing.

 
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
 
3.1   Representations and Warranties of the Company .  The Company, on behalf of itself and each of its Affiliates and subsidiaries, hereby makes the following representations and warranties to each Purchaser as of the Closing Date.  As used herein, as applicable, the term “Company” shall include Cord Blood America, Inc. and each of its subsidiaries.

(a)   Subsidiaries .  All subsidiaries of the Company are identified in the SEC Documents.

(b)   Organization and Qualification .  The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  The Company is not in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents, other than as set forth on Schedule 3.1(b) hereof.  The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)   Authorization; Enforcement .  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, but not limited to, the authorization and issuance of the Series A Preferred Stock pursuant to this Agreement.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its Board or its stockholders in connection therewith other than in connection with the Required Approvals.  Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 
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(d)   No Conflicts .  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s  certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) subject to the Required Approvals, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)   Filings, Consents and Approvals .  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (the “ Required Approvals ”).
 
(f)   Issuance of the Securities .  The Series A Preferred Stock are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  If and when the Series A Preferred Stock is converted into shares of Common Stock, such Common Stock will be duly authorized, duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  
 
(g)   Capitalization .  The capitalization of the Company is as disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“ Annual Report ”). 1   Except as a result of (i) the Tonaquint Transaction; (ii) agreements with employees which set forth on Schedule 3.1(g) hereof; (iii) the purchase and sale of the Securities, or (iv) otherwise as set forth in such Annual Report, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Preferred Stock. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or Preferred Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further approval or authorization of any stockholder, the board of directors of the Company or others is required for the issuance and sale of the Securities.  There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)   SEC Documents .    The Company hereby makes reference to the following documents filed by the Company with the Commission, which are available for review on the Commission’s website, www.sec.gov (collectively, the “ SEC Documents ”): (a) the Annual Report; and (b) the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014; and any amendments thereto.  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Company as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations).  Except as and to the extent set forth on the balance sheet of the Company as of December 31, 2014, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

 
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(i)   Material Changes .  Since December 31, 2014, except as (a) disclosed as a subsequent event in the Annual Report and (b) otherwise disclosed to Purchaser: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information.

(j)   Litigation .  Other than the action pending in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County Florida, Civil Division , Cryo-Cell International , Inc. vs. Cord Blood America, Inc. , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.
 
(k)   Compliance .  Company (a) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Company under), and has not received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (b) is in violation of any order of any court, arbitrator or governmental body, or (c) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, except: (i) in the case that clauses (a), (b) and (c) would not result in a Material Adverse Effect; and (ii) as set forth on Schedule 3.1(k).
 
(l)   Regulatory Permits . The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”), and Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.
 
(m)   Title to Assets.   All material property and assets owned by the Company are owned outright free and clear of mortgages, pledges, security interests, Liens, charges and other encumbrances, except for (i) Liens for current taxes not yet due,  (ii) minor imperfections of title, if any, not material in amount and not materially detracting from the value or impairing the use of the property subject thereto or impairing the operations of the Company, or (iii) the Tonaquint Liens.
 
(n)   Intellectual Property .

(i)   Company owns, or possesses adequate rights or licenses to use all trademarks, trademark applications, trade names, service marks, service mark registrations, service names, patents, patent applications, patent rights, copyrights, copyright applications, inventions, licenses, permits, approvals, governmental authorizations, know-how (including trade secrets and other unpatented and/or unpatentable proprietary and confidential information, systems or procedures) and other intellectual property rights (collectively, “ Intellectual Property Rights ”) necessary to conduct its business as now conducted or proposed to be conducted.  Company’s Intellectual Property Rights are valid and enforceable, and no registration relating thereto has lapsed, expired or been abandoned or cancelled or is the subject of cancellation or other adversarial proceedings, or is expected to expire or terminate within three years from the date of this Agreement, and all applications therefor are pending and in good standing.  Company does not have any knowledge of any infringement by Company of Intellectual Property Rights of others, or of any such development of similar or identical trade secrets or technical information by others and no claim, action or proceeding has been made or brought against, or to Company’s knowledge, has been threatened against, Company regarding infringement of Intellectual Property Rights.

(ii)   Company is not in material default under or in material violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default by Company), and has not received notice of a claim that it is in material default under or that it is in material violation of, any license agreement, collaboration agreement, development agreement or similar agreement relating to its businesses.

 
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(o)   Transactions with Affiliates and Employees . Other than as described in SEC Documents, none of the officers, directors, employees and/or Affiliates of Company is a party to any transaction with Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director, employee or such Affiliate or, to the knowledge of Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, partner or Affiliate other than (a) for payment of salary or bonus amounts or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf of Company and (c) for other employee benefits, including stock option agreements under any stock option plan of Company, which in the aggregate (for the total amount in (a), (b) and (c) combined) does not exceed the amount of $40,000 for any one officer, director, employee or Affiliate.
 
(p)   Listing and Maintenance Requirements . Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all listing and maintenance requirements of the Trading Market on which the Common Stock is traded.
 
(q)   Right of First Refusal; Anti-Dilution Right. No person is a party to any agreement, contract or understanding, written or oral entitling such party to (i) a right of first refusal or (ii) purchase or otherwise receive any securities of Company, at any time, in each case with respect to offerings of securities by Company, other than such arising from the Tonaquint Transaction.
 
3.2   Representations and Warranties of Purchaser .    Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the Closing Date to the Company as follows:
 
(a)   Organization; Authority .  The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser.  Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)   Own Account .  The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law.  The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
 
(c)   Purchaser Status .  At the time the Purchaser was offered the Series A Preferred Stock it was, and at the Closing Date it is, either: (i) an “accredited investor” as defined in Rule 501 under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.  The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

 
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(d)   Experience of the Purchaser .  The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
 
(e)   General Solicitation .  The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
 
(f)   Access to Company Information .  The Purchaser acknowledges that it has been afforded access and the opportunity to obtain all financial and other information concerning the Company that the Purchaser desires (including the opportunity to meet with the Company’s executive officers, either in person or telephonically, and to ask questions and receive answers from the Company regarding the business, prospects and financial condition of the Company).  The Purchaser has reviewed (i) copies of the SEC Documents and is familiar with the contents thereof, including, without limitation, the risk factors contained in the Annual Report, and (ii) copies of all other reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, and there is no further information about the Company that the Purchaser desires in determining whether to acquire the Securities. None of the foregoing, however, limits or modifies the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon.

ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
 
4.1   The Purchaser will not take any action to interfere with the Special Meeting.

4.2   Transfer Restrictions .

(a)   Subject to compliance with state and federal securities laws, each Purchaser shall have the right to transfer Securities issued pursuant to the terms hereof at any time.  In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.  As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement.

 
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(b)   The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following forms:

(i) NEITHER THE SHARES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THE SHARES ARE CONVERTIBLE HAVE 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 AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

(ii) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN A CERTAIN PREFERRED STOCK PURCHASE AGREEMENT ENTERED INTO BY THE ORIGINAL HOLDER OF THE UNDERLYING SHARES AND THE COMPANY. A COPY OF THE RELEVANT PROVISIONS THEREOF ARE AVAILABLE FROM THE COMPANY UPON REQUEST.”

(c)   The Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further, no notice shall be required of such pledge.  At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

(d)   Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

4.3   Integration .  The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
 
4.4   Securities Laws Disclosure; Publicity .  The Company shall not disclose publicly the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Purchaser, except (i) as required by the federal securities laws in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations.
 
4.5   Form D; Blue Sky Filings .  The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.6   Use of Funds . The Company agrees that the funds shall be used for the repayment of the Company’s outstanding debt obligations and then, once such debt is paid, for other general corporate purposes, as determined by the Board after the Closing.

 
4.7   Board Practices . The Company will take all action necessary to ensure that the Board adopts and ascribes to generally accepted best practices.
 
 
 
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ARTICLE V
INDEMNIFICATION BY THE COMPANY

The Company agrees to indemnify, defend and hold each Purchaser, and its respective affiliates, subsidiaries, partners, officers, employees, trustees, directors, and agents, harmless against any third party claims, losses or damages arising out of or relating to or in connection with (i) the issuance of the Series A Preferred Stock by the Company pursuant to this Agreement, or (ii) any breach of the Company’s representations and warranties set forth in this Agreement, including, but not necessarily limited to, the representations and warranties set forth in Section 3.1.
suerrm agreement but they will each sign it separatelys were owned by DavidTHE TERMS OF THE PURCHASE ARE ON EXHIBIT A - INSE
 
ARTICLE VI
MISCELLANEOUS
 
6.1   Fees and Expenses . Subject to the conditions stated herein, the Company shall reimburse the Purchaser for up to $50,000 of costs and expenses related to its legal costs and incurred in connection with the drafting of the Transaction Documents (“ Reimbursement Cap ”). After the payment of the Reimbursement Cap, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided , however ; such Reimbursement Cap may be exceeded should any of the following conditions not be met: (i) a Closing shall take place on or before April 20, 2015, unless otherwise agreed to in writing by the parties; or (ii) reasonable cooperation and agreement by the Company and its counsel with respect to the negotiation and execution of the Transaction Documents.  The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

6.2   Entire Agreement .  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
 
6.3   Notices .  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Miami Florida time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (Miami Florida time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto, as may be changed from time to time by a party upon written notice to the other party.
 
6.4   Amendments; Waivers .  Except as otherwise set forth herein, any provision of this Agreement may be waived, modified, supplemented or amended in a written instrument signed by the Company and the Purchaser.  No waiver of any default with respect to any provision, condition or requirement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
 
6.5   Headings .  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
 
6.6   Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  Neither the Company nor the Purchaser may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other (other than by merger).
 
6.7   No Third-Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

 
 
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6.8   Governing Law .  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Florida.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.   Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  The parties hereby waive all rights to a trial by jury.  If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

6.9   Survival .  The representations and, warranties, shall survive the Closing and the issuance of the Securities for the applicable statute of limitations.
 
6.10   Execution .  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
 
6.11   Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
 
6.12   Rescission and Withdrawal Right .  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.
 
6.13   Replacement of Stock Certificate .  If any stock certificate or other instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new stock certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new stock certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement stock certificate or other instrument.
 
6.14   Remedies .  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
 
6.15   Payment Set Aside . To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

 
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6.16   Liquidated Damages .  The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

 
6.17   Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.


[ Signature Pages Follow ]
 
 

 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Preferred Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 
CORD BLOOD AMERICA, INC.
 
       
 
By:
/s/ Joseph Vicente  
    Joseph Vicente  
    President  
       
 
Address for Notices:
 
1857 Helm Lane
Las Vegas NV 89119
Email: jvicente@cordblood-america.com
                                        
 
Red Oak Fund LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Managing Member  
       
 
Address for Notices:
 
1969 SW 17 th St.
Boca Raton, FL, 33486
Email: dsandberg@redoakpartners.com 

 
 
Red Oak Long Fund LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Managing Member  
       
 
 
Address for Notices:
 
1969 SW 17 th St.
Boca Raton, FL, 33486
Email: dsandberg@redoakpartners.com


 
Pinnacle Opportunities Fund, LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Managing Member  
       
 
 
 
Address for Notices:
 
1969 SW 17 th St.
Boca Raton, FL, 33486
Email: dsandberg@redoakpartners.com


 
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EXHIBIT A

INVESTOR QUESTIONNAIRE


 
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EXHIBIT B

STOCKHOLDER AGREEMENT

 

 16
Exhibit 10.2
 
 
 
STOCKHOLDER AGREEMENT
 
STOCKHOLDER AGREEMENT, dated as of April __, 2014 (this “Agreement”), by and between Red Oak Fund LP, The Red Oak Long Fund LP and Pinnacle Opportunities Fund, LP (collectively, the “Red Oak Funds”), and Cord Blood America, Inc., a Florida corporation (the “Company”).
 
WHEREAS, as of the date hereof, the Red Oak Funds will hold 724,000 shares of Series A Preferred Stock of the Company which, if converted to Common Stock would represent 29.9793% of the outstanding equity securities of the Company (such shares, or any other voting or equity securities of the Company hereafter acquired by the Red Oak Funds prior to the termination of this Agreement, being referred to herein collectively as the “Shares”); and
 
 
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:
 
Section 1.                       Voting of Shares .
 
(a)           For purposes of this Agreement, (i)   “Sale Transaction” means a sale or transfer of more than fifty percent (50%) of the assets or shares outstanding of the Company on a consolidated basis or any merger (or similar transaction) that requires approval of the Company’s stockholders and results in a change of control of the Company; (ii) “Red Oak Offer” means a proposed Sale Transaction in which the proposed acquirer is any of the Red Oak Funds or any entity or group in which the Red Oak Funds  and/or David Sandberg has ten percent (10%) or more of the economic interest; and (iii) “Excess Shares” means such positive number of Shares, if any, determined by subtracting (x) the number of shares of Company capital stock held by the Company’s largest stockholder (other than the Red Oak Funds), from the total number of Shares.
 
(b)           The Red Oak Funds covenants and agrees that if, within the six months prior to the date of a stockholder vote to approve a Red Oak Offer, a Red Oak Funds employee, partner, member, manager or officer is or has served as a member of the Board of Directors of the Company; the Red Oak Funds shall vote the Excess Shares pro rata in accordance with the aggregate voting of Company shares held by parties other than the Red Oak Funds or any entity or group which includes the Red Oak Funds. The provisions in this Section 1(b) shall only apply if at the time of the record date to approve such  Red Oak Offer, the Red Oak Funds (collectively) is the stockholder holding the largest number of shares of Company capital stock.
 
(c)           The Red Oak Funds hereby irrevocably grants to, and appoints, the Company, and any individual designated in writing by the Company, and each of them individually, as the Red Oak Funds’ proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote the Excess Shares at any meeting of the stockholders of the Company called with respect to a Red Oak Offer.  Except as otherwise provided for herein, the Red Oak Funds hereby (i) affirm that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratify and confirm all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof and (iii) affirm that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 607.0722 of the Florida Business Corporation Act.  Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.
 
Section 2.                       Representations and Warranties .  Each party hereby represents and warrants to the other with respect to itself as follows:
 
(a)            Power, Binding Agreement . Each party has the legal capacity and all requisite power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by each party and constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms.
 
 
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(b)            No Conflicts .  The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, the Red Oak Funds, the Shares or any of the parties’ properties or assets.  Except as expressly contemplated hereby, the Red Oak Funds are not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders’ agreement, partnership agreement or voting trust.
 
Section 3.                       Termination .  This Agreement shall terminate upon the earlier of (a) such date as the Red Oak Funds (collectively) is no longer the stockholder owning the largest number of shares of the Company’s outstanding capital stock; or (b) the Shares constitute less than 10% of the outstanding shares of Company capital stock.
 
Section 4.                       Specific Performance . The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
 
 
Section 5.                       Fiduciary Duties .  The Red Oak Funds are entering this Agreement solely in their capacity as an owner of their respective Shares, and nothing herein shall prohibit, prevent or preclude any Red Oak Funds designee from taking or not taking any action in his or her capacity as an officer or director of the Company.
 
Section 6.                       Miscellaneous .
 
(a)            Entire Agreement .  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto.
 
(b)            Severability .  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.
 
(c)            Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles of conflicts of law thereof.
 
(d)            Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
 
 
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(e)            Notices .  All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:
 
(i)           if to the Red Oak Funds, to:
 
Red Oak Partners, LLC
1969 SW 17 TH St.
Boca Raton, FL 33486
Fax: 646-390-6784
Attn: David Sandberg, Portfolio Manager
 
 
 
 (ii)           if to the Company to:
 
Cord Blood America, Inc.
1857 Helm Drive
Las Vegas, NV 89119
Fax: (702) 914-7251
Attn:  Joseph Vicente, Chairman and President
Stephen Morgan, Vice President and General Counsel
 
(f)            No Third Party Beneficiaries .  This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns, to create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto.
 
(g)            Assignment .  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
 
(h)            Interpretation . When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated.  The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.  Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. No summary of this Agreement prepared by the parties shall affect in any way the meaning or interpretation of this Agreement.
 
(i)            Submission to Jurisdiction .  Each of the parties to this Agreement (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the State of Florida in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.  Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 6(e).  Nothing in this Section, however, shall affect the right of any party to serve legal process in any other manner permitted by law.
 
(j)            WAIVER OF JURY TRIAL .   EACH OF THE COMPANY AND THE RED OAK FUNDS HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARENT, THE COMPANY OR THE RED OAK FUNDS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.
 
[Signature Page to follow.]
 
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Preferred Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 
CORD BLOOD AMERICA, INC.
 
       
 
By:
/s/ Joseph Vicente  
    Joseph Vicente  
    President  
       
 
 
 
Red Oak Fund LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Portfolio Manager  
       
 

 
 
Red Oak Long Fund LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Portfolio Manager  
       

 
 
Pinnacle Opportunities Fund, LP
 
       
 
By:
/s/ David Sandberg  
    David Sandberg  
    Portfolio Manager  
       

 
4
 
Exhibit 10.3
 
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CORD BLOOD AMERICA. INC.
 
DESIGNATING
SERIES A CONVERTIBLE PREFERRED STOCK
 
PURSUANT TO SECTION 607.0602 OF THE
FLORIDA BUSINESS CORPORATION ACT

 
Cord Blood America, Inc., a corporation organized and existing under Florida Business Corporation Act (hereinafter called the “Corporation”), in accordance with the provisions of Section 607.0602 thereof, DOES HEREBY CERTIFY:
 
     
FIRST:
  
These Articles of Amendment were adopted by the Board of Directors on April __, 2015 in the manner prescribed by Section 607.1002 of the Florida Business Corporation Act. Shareholder action was not required.
   
SECOND:
  
That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolution on April ___, 2015 designating 724,000 shares of the Company’s authorized preferred stock as “Series A Convertible Preferred Stock”:
   
 
  
RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series of Preferred Stock, having a par value of $0.0001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:

 
TERMS OF
SERIES A CONVERTIBLE PREFERRED STOCK

 
Seven Hundred and Twenty Four Thousand (724,000) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A Convertible Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations.
 
1. Fractional Shares.  Series A Convertible Preferred Stock may be issued in fractional shares.
 
 
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2. Dividends.  Series A Convertible Preferred Stock shall be treated pari passu with Common Stock except that the dividend on each share of Series A Convertible Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate (as defined below) for one share of Series A Convertible Preferred Stock.

3. Liquidation, Dissolution, or Winding Up; Certain Mergers, Consolidations and Asset Sales.
 
(a)    Preferential Payments to Holders of Series A Convertible Preferred Stock.   In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series A Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of: (i) Series A Original Issue Price, plus any dividends declared but unpaid thereon and (ii) the amount that each share of Preferred Stock would otherwise have been entitled to receive if all of the Series A Preferred Stock was converted into shares of Common Stock at the Conversion Rate then existing immediately prior to such voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “ Series A Liquidation Amount ”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Convertible Preferred Stock the full amount to which they shall be entitled under this Subsection 3(a) , the holders of shares of Series A Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. For the purposes hereof, the term “Series A Original Issue Price” shall mean $1.00 per share of Series A Convertible Preferred Stock (as equitably adjusted for stock splits, combinations and like occurrences).
 
(b) Deemed Liquidation Events .   Each of the following events shall be considered a “ Deemed Liquidation Event ” unless the holders of at least a majority of the outstanding shares of Series A Convertible Preferred Stock elect otherwise by written notice sent to the Corporation at least 30 days prior to the effective date of any such event: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.
 
(c) Effecting a Deemed Liquidation Event .   The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3(b) unless the agreement or plan of merger or consolidation for such transaction (the “ Merger Agreement ”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(a) .  In the event of a Deemed Liquidation Event referred to in Subsection 3(b) , if the Corporation does not effect a dissolution of the Corporation within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Convertible Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Series A Convertible Preferred Stock, and (ii) if the holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation) , together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Florida Business Corporations Act governing distributions to stockholders (the “Available Proceeds ”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Convertible Preferred Stock at a price per share equal to the Series A Liquidation Amount plus the amount that such holders of Series A Convertible Preferred Stock would have received pari passu with the shares of Common Stock if a dissolution had actually occurred at the time of such Deemed Liquidation Event.  Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Convertible Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Series A Convertible Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may lawfully do so under Florida Business Corporations Act governing distributions to stockholders.  Prior to the distribution or redemption provided for in this Subsection 3(c) , the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.
 
 
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(d) Amount Deemed Paid or Distributed .  The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity.  The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.
 
(e) Allocation of Escrow .   In the event of a Deemed Liquidation Event pursuant to Subsection 3(b) , if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 3(a) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(a) after taking into account the previous payment of the Initial Consideration as part of the same transaction.
 
4. Voting.
 
(a) Generally . On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), the holders of shares of Series A Convertible Preferred Stock shall vote on all matters as a class with the holders of Common Stock and each share of Series A Convertible Preferred Stock shall entitle the holder thereof to such number of votes per share as is equal to the Conversion Rate for one share of Series A Convertible Preferred Stock.
 
(b) Board of Directors .
 
(i)           The holders of record of the shares of Series A Convertible Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation (the “ Series A Directors ”).  Any Series A Director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the Series A Convertible Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders.
 
(ii)           Upon and following a Deadlock Resolution Event (as defined below), the holders of record of the shares of Series A Convertible Preferred Stock and Common Stock, voting together on an as converted basis shall be entitled to elect one (1) director of the Corporation (the “ Deadlock Director ”) in accordance with the terms and provisions set forth herein.  Following a Deadlock Resolution Event, and for so long as no Deadlock Director has been appointed by the Series A Preferred Stock and Common Stock (voting together on an as converted basis), the holder(s) of a majority of the outstanding Series A Preferred Stock (the “ Proposing Series A Stockholders ”) may propose three Independent Qualified Directors (as defined below) to the Board of Directors of the Company and the Board shall nominate and appoint one of such Independent Qualified Directors to be the Deadlock Director as selected by a majority of the non Series A Directors. For the purposes hereof, the term: (a) “ Deadlock Resolution Event ” shall mean an occurrence where a material resolution is proposed to the Board and a majority of the then existing Board is unable to approve or reject such resolution within five days following the date that such resolution was first motioned for approval and (b) “ Independent Qualified Directors ” shall mean an individual: (i) with reasonable skill and/or qualifications to serve on the Board of Directors of a company of the Corporation’s stature and (ii) which the Proposing Series A Stockholder(s) certifies in writing that to the best of its knowledge has no prior direct contact (whether familial, social or business) with such Proposing Series A Stockholder(s) or any affiliate thereof. A Deadlock Director may be removed without cause by, and only by the vote of a majority of the holders of Series A Preferred Stock and Common Stock (on an as converted basis) given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders.
 
 
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(c) Series A Convertible Preferred Stock Protective Provisions .  At any time when shares of Series A Convertible Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Articles of Incorporation) the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect. 
(i)   liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event,  or consent to any of the foregoing;
 
(ii)   amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Corporation;
 
(iii)   create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, including any designation of any additional classes or series of Preferred Stock (including the authorization or designation of any additional Series A Convertible Preferred Stock); provided the foregoing shall not restrict the authorization of additional shares of Common Stock;
 
(iv)   reclassify, alter or amend any existing security of the Corporation;
 
(v)   purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof;
 
(vi)   create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security other than equipment leases or bank lines of credit unless such debt security has received the prior approval of the Board of Directors;
 
(vii)   create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; or
 
(viii)   increase or decrease the authorized number of directors constituting the Board of Directors beyond six, unless a Deadlock Event has occurred in which case the Board may be expanded to seven (7), provided that such seventh director, and any replacement or successor thereto, is appointed consistent with the provisions of Section 4(b)(ii) hereof;
 

 
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5. Conversion Rate and Adjustments.
 
(a)  Conversion Rate.  The Conversion Rate shall be the Series A Percentage (as defined below) multiplied by the Maximum Common Converted Share Number.  For the purposes hereof, the following terms shall have the meanings set forth below:
 
“ Series A Percentage ” shall mean with respect to any holder(s) of Series A Convertible Preferred Stock the fraction obtained from dividing the number of shares of Series A Convertible Preferred Stock held by such holder(s) by 724,000.
 
“ Maximum Common Converted Share Number ” shall mean 29.9793% of the number of shares of Common Stock then outstanding on a fully diluted and converted basis (assuming the conversion and exercise of all then existing convertible securities (including the conversion of any outstanding Series A Convertible Preferred Stock)).
 
(b)  Adjustment for Stock Splits and Combinations.  If the Corporation shall at any time or from time to time after the issuance of the Series A Convertible Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased. If the Corporation shall at any time or from time to time after the issuance of the Series A Convertible Preferred Stock combine the outstanding shares of Common Stock, the Conversion Rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
 
(c)  Adjustment for Merger or Reorganization, etc.  If there shall occur any reorganization, recapitalization, reclassification, consolidation, or merger involving the Corporation in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash, or other property, then, following any such reorganization, recapitalization, reclassification, consolidation, or merger, each share of Series A Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property that a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation, or merger would have been entitled to receive pursuant to such transaction.

 
5
 
 
6. Conversion.
 
(a) Shares of Series A Convertible Preferred Stock shall not be convertible at any time that there are not a sufficient number of authorized shares of Common Stock not reserved for other purposes so that all outstanding shares of Series A Convertible Preferred Stock can be converted. All shares of Series A Convertible Preferred Stock are subject to mandatory conversion as set forth below and are not otherwise convertible. Upon the effective date of an amendment to the Articles of Incorporation amending Article 2 of the Corporation’s Articles of Incorporation increasing the total number of authorized Common Stock such that there are sufficient number of authorized shares of Common Stock not reserved for other purpose such that all outstanding shares of Series A Convertible Preferred Stock can be converted pursuant to the Conversion Rate (the “ Mandatory Conversion Date ”), (i) all outstanding shares of Series A Convertible Preferred Stock shall be automatically converted into shares of Common Stock, at the Conversion Rate, (ii) such shares of Series A Convertible Preferred Stock may not be reissued by the Corporation as shares of such series and (iii) all outstanding options and warrants to acquire Series A Convertible Preferred Stock shall be automatically converted into options and warrants to acquire shares of Common Stock, at the then effective Conversion Rate and the price per Share of Common Stock will be equal to the fraction in which the numerator is 1 and the denominator is Conversion Rate.
 
(b) All holders of record of shares of Series A Convertible Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Convertible Preferred Stock pursuant to this Section 6. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the Florida Business Corporation Act, to each record holder of Series A Convertible Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Convertible Preferred Stock shall surrender his, her, or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares of Series A Convertible Preferred Stock shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Convertible Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Convertible Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her, or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Convertible Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her, or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 6(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion.
 
(c) All certificates evidencing shares of Series A Convertible Preferred Stock that are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Convertible Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Convertible Preferred Stock may not be reissued as shares of such Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Convertible Preferred Stock accordingly.
 
(d) No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, fractional share shall be rounded up to a whole share.
 

 
 
6
 
 

RESOLVED, FURTHER, that any executive officer of the Corporation be and they hereby is authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Florida law.

 
IN WITNESS WHEREOF, the undersigned have executed these Articles of Amendment this 13 day of April, 2015.
 
     
       
 
By:
/s/ Joseph Vicente  
    Joseph Vicente  
    President  
       
 
 

 
Exhibit 10.4
 
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment to the Executive Employment Agreement of Joseph Vicente (the "Amendment") previously entered into as of January 1, 2015, (the “Agreement”) is entered into as of April 9, 2015 (the “Effective Date”), by and between Joseph Vicente (the “Employee”), on the one hand, and Cord Blood America, Inc., a Florida corporation having its principal place of business at 1857 Helm Drive, Las Vegas, NV 89119 (the “Company” or “Employer”) on the other.  The Employer and the Employee are also, at times, hereafter referred to individually as a "Party" and collectively as the "Parties."

WHEREAS , the Employer and the Employee entered into the Agreement, which by its terms may be amended in writing by the parties thereto; and

WHERAS , the Parties desire to amend the Agreement;

NOW, THEREFORE , in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to amend the Agreement as follows:

1. Paragraph 5(a). The following language from   Paragraph 5(a) of the Agreement is hereby deleted from the Agreement:

“Employee may opt, at Employee’s sole discretion, to receive a portion of his salary in the form of common stock, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion, provided the Company has common stock available to be issued to Employee and has a plan in place for such issuances and is otherwise able to issue stock to Employee at that time.  In the event Employee opts to receive a portion of his salary in the form of common stock and the Company is not able to issue common stock to Employee, whether due to the absence of available common stock or otherwise, Employee may defer that portion of his salary until such time as the Company is able to issue common stock to Employee, provided that if the Company is unable to issue common stock to Employee within one year of the Employee’s election to defer his salary, then the Company shall pay the Employee the deferred amount in cash on a date that is one year from Employee’s election to defer.”

In addition: the language “and equity compensation” is hereby deleted from the heading of Paragraph 5(a), which previously read “ Annual Salary and equity compensation .”

Paragraph 5(a) of the Agreement now reads as follows:

“5.            Compensation .

(a)            Annual Salary and equity compensation .  As compensation for the services to be rendered by Employee, hereunder, Company shall pay Employee an annual salary equal to $135,000, payable in accordance with the Company’s standard accounting practices, provided that payments are made at least semi-monthly.  Compensation reviews for Employee will be at least annually.  All payments to Employee hereunder shall be made in accordance with the Company’s customary practices and procedures, all of which shall be in conformity with applicable federal, state and local laws and regulations.”

2. Paragraph 5(c).   The Following language from Paragraph 5(c) of the Agreement is hereby deleted from the Agreement:

“Employee may opt, at Employee’s sole discretion, to receive a portion of his salary in the form of common stock, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion, provided the Company has common stock available to be issued to Employee and has a plan in place for such issuances and is otherwise able to issue stock to Employee at that time.  In the event Employee opts to receive a portion of his salary in the form of common stock and the Company is not able to issue common stock to Employee, whether due to the absence of available common stock or otherwise, Employee may defer that portion of his salary until such time as the Company is able to issue common stock to Employee, provided that if the Company is unable to issue common stock to Employee within one year of the Employee’s election to defer his salary, then the Company shall pay the Employee the deferred amount in cash on a date that is one year from Employee’s election to defer.”

Paragraph 5(c) of the Agreement now reads as follows:

“(c)            Bonus .                      Performance criteria for Employee shall be established by the Board of Directors, in consultation with Employee, and reviewed annually.  Based upon the Employee’s performance toward the achievement of the agreed upon performance criteria, the Company may award Employee a bonus.  The bonus opportunity shall be equal to 30% of Employee’s annual salary then in effect under this Agreement per year. Said Bonus earned and paid to Employee shall be determined by the Board of Directors, by measuring the success with which the Employee has met performance criteria as established by the Board of Directors.”

 
1
 
 
Other Provisions

3. No Other Amendment. Except as expressly as amended hereby, the terms and provisions of the Agreement shall remain in full force and effect.

4. Counterparts and Facsimile Signatures. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one complete instrument.  Facsimile signatures shall be given the same force and effect as original signatures.
 
 
 
 
 
2
 
 
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

COMPANY:

Cord Blood America, Inc.
a Florida corporation


By:______________________________
 
 
Director
 
EMPLOYEE:
 

__________________________________
Joseph R. Vicente

 
3
Exhibit 10.5
 
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment to the Executive Employment Agreement of Stephen Morgan (the "Amendment") effective as of April 1, 2015, (the “Agreement”) is entered into as of April 9, 2015 (the “Effective Date”), by and between Stephen Morgan (the “Employee”), on the one hand, and Cord Blood America, Inc., a Florida corporation having its principal place of business at 1857 Helm Drive, Las Vegas, NV 89119 (the “Company” or “Employer”) on the other.  The Employer and the Employee are also, at times, hereafter referred to individually as a "Party" and collectively as the "Parties."

WHEREAS , the Employer and the Employee entered into the Agreement, which by its terms may be amended in writing by the parties thereto; and

WHERAS , the Parties desire to amend the Agreement;

NOW, THEREFORE , in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to amend the Agreement as follows:

1. Paragraph 5(a). The following language from   Paragraph 5(a) of the Agreement is hereby deleted from the Agreement:

“Employee may opt, at Employee’s sole discretion, to receive a portion of his salary in the form of common stock, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion, provided the Company has common stock available to be issued to Employee and has a plan in place for such issuances and is otherwise able to issue stock to Employee at that time.  In the event Employee opts to receive a portion of his salary in the form of common stock and the Company is not able to issue common stock to Employee, whether due to the absence of available common stock or otherwise, Employee may defer that portion of his salary until such time as the Company is able to issue common stock to Employee, provided that if the Company is unable to issue common stock to Employee within one year of the Employee’s election to defer his salary, then the Company shall pay the Employee the deferred amount in cash on a date that is one year from Employee’s election to defer.”

In addition: the language “and equity compensation” is hereby deleted from the heading of Paragraph 5(a), which previously read “ Annual Salary and equity compensation .”

Paragraph 5(a) of the Agreement now reads as follows:

“5.            Compensation .

(a)            Annual Salary and equity compensation .  As compensation for the services to be rendered by Employee, hereunder, Company shall pay Employee an annual salary equal to $130,000, payable in accordance with the Company’s standard accounting practices, provided that payments are made at least semi-monthly.  Compensation reviews for Employee will be at least annually.  All payments to Employee hereunder shall be made in accordance with the Company’s customary practices and procedures, all of which shall be in conformity with applicable federal, state and local laws and regulations.”

2. Paragraph 5(c).   The Following language from Paragraph 5(c) of the Agreement is hereby deleted from the Agreement:

“Employee may opt, at Employee’s sole discretion, to receive a portion of his salary in the form of common stock, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion, provided the Company has common stock available to be issued to Employee and has a plan in place for such issuances and is otherwise able to issue stock to Employee at that time.  In the event Employee opts to receive a portion of his salary in the form of common stock and the Company is not able to issue common stock to Employee, whether due to the absence of available common stock or otherwise, Employee may defer that portion of his salary until such time as the Company is able to issue common stock to Employee, provided that if the Company is unable to issue common stock to Employee within one year of the Employee’s election to defer his salary, then the Company shall pay the Employee the deferred amount in cash on a date that is one year from Employee’s election to defer.”

Paragraph 5(c) of the Agreement now reads as follows:

“(c)            Bonus .                      Performance criteria for Employee shall be established by the Board of Directors, in consultation with Employee, and reviewed annually.  Based upon the Employee’s performance toward the achievement of the agreed upon performance criteria, the Company may award Employee a bonus.  The bonus opportunity shall be equal to 25% of Employee’s annual salary then in effect under this Agreement per year. Said Bonus earned and paid to Employee shall be determined by the Board of Directors, by measuring the success with which the Employee has met performance criteria as established by the Board of Directors.”

 
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Other Provisions

3. No Other Amendment. Except as expressly as amended hereby, the terms and provisions of the Agreement shall remain in full force and effect.

4. Counterparts and Facsimile Signatures. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one complete instrument.  Facsimile signatures shall be given the same force and effect as original signatures.
 
 
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

COMPANY:

Cord Blood America, Inc.
a Florida corporation

 
By:______________________________
 
 
Joseph Vicente, Chairman and President
 

EMPLOYEE:

__________________________________
Stephen Morgan

 
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