Exhibit
10.108
BLOCKED ACCOUNT
AGREEMENT
THIS BLOCKED ACCOUNT
AGREEMENT (“ Agreement ”) is made and entered
into as of this 14th day of February, 2007, by and among Citibank,
N.A. (“ Bank ”), Corcell, Ltd., a Nevada
corporation (“ Company ”), and Shelter Island
Opportunity Fund, LLC, and its successors and assigns (“
Purchaser ”).
A.
Pursuant to that certain
Securities Purchase Agreement, dated as of the date hereof, (as
amended, supplemented or otherwise modified from time to time, the
“ Securities Purchase Agreement ”), among
Company, Cord Blood America, Inc., a Florida corporation
(“Parent”), and the Purchaser, Purchaser has agreed to
purchase the $2,300,000 Secured Original Issue Discount Debenture
of Company (“ Debenture ”).
B.
Company has established
Account No. _____ with Bank (together with any successor accounts
and any renewals or rollovers thereto, the “ Blocked
Account ”).
C.
From the proceeds of the
sale of the Debenture, the aggregate amount of $250,000 is being
deposited and credited to the Blocked Account under the terms and
conditions hereof.
D.
The parties hereto
desire to enter into this Agreement in order to set forth their
relative rights and duties with respect to the Blocked Account and
all funds on deposit therein from time to time.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
1.
Effectiveness
. This agreement
shall take effect immediately upon its execution by all parties
hereto and shall supersede any blocked account or similar agreement
in effect with respect to the Blocked Account.
2.
Security Interest;
Agency .
As collateral security for Company’s obligations to
Purchaser under the Debenture and Securities Purchase Agreement and
the other documents delivered by Company and Parent and described
therein (collectively, “ Transaction Documents
”), Company hereby grants to Purchaser a security interest in
(a) the Blocked Account, (b) all contract rights, claims and
privileges in respect of the Blocked Account and (c) all cash,
checks, money orders and other items of value of Company now or
hereafter paid, deposited, credited, held (whether for collection,
provisionally or otherwise) or otherwise in the possession or under
the control of, or in transit to, Bank or any agent, bailee or
custodian thereof (collectively, “ Receipts ”).
Bank hereby acknowledges notice of Purchaser’s security
interest in such collateral and does hereby consent thereto.
Purchaser hereby appoints Bank as Purchaser’s bailee
and pledgee-in-possession for the Blocked Account and all Receipts,
and Bank hereby accepts such appointment and agrees o be bound by
the terms of this Agreement and all instructions delivered by
Purchaser to Bank pursuant hereto. Company hereby agrees to
such appointment and further agrees that Purchaser shall be
entitled to exercise, upon the written instructions of Purchaser to
Bank hereunder, any and all rights which Company may have with
respect to the Blocked Account or under applicable law with respect
to the Blocked Account, all Receipts and all other collateral
described in this paragraph 2.
3.
Control of Blocked
Account .
(a)
The Blocked Account
shall be maintained by Bank in the name of “Shelter Island
Opportunity Fund Blocked Account for Corcell, Ltd.”
(b)
On receipt by Bank of a
joint notice from Purchaser and Company stating that the conditions
specified in the Securities Purchase Agreement for the release of
funds from the Blocked Account have been satisfied, the funds that
are then on deposit in the Blocked Account shall be debited by the
Bank from the Blocked Account and released to the Company, or as
designated by the Company, by wire transfer of such funds on the
date specified, which date shall be no more than ten and not less
than one business day after the date of such notice (a “
Payment Date”) .
(c)
Until release of the
funds on deposit in the Blocked Account in accordance with Section
3(b), the Blocked Account shall be under the sole dominion and
control of Purchaser and neither Company nor any other person or
entity, through or under Company, shall have any control over the
use of, or any right to withdraw any amount from, the Blocked
Account.
4.
Procedures for
Blocked Account . Bank shall follow the
following procedures with respect to the Blocked
Account:
(a)
Apply and credit for
deposit to the Blocked Account all Receipts from time to time
tendered for deposit therein, including without limitation all wire
transfers and other payments directed to the Blocked
Account.
(b)
From and after the date,
if any, that notice has been delivered to Bank and Company by
Purchaser (the “ Activation Date ”) that a
default has occurred under the Securities Purchase Agreement or any
Transaction Document, and until such time, if any, that Purchaser
shall have withdrawn such notice in writing,, Bank shall determine,
on each business day, the balance of all available funds on deposit
in the Blocked Account and automatically initiate a federal funds
wire transfer of all such funds not later than 12:00 p.m. (New York
Time) on such business day to such account as may be designated in
writing from time to time by Purchaser (the “ Purchaser
Account ”).
5.
Statements and
Other Information . Bank shall send t
