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Exhibit
10.145
Midtown Partners
& Co., LLC
4902 Eisenhower Blvd.,
Suite 185
Tampa, FL
33634
Phone: 813.885.5744
♦ Fax: 813.885.5911
CONSULTING AGREEMENT
This
agreement (the “Agreement”), made as of this 1
st day of June, 2007, by and between Cord Blood America
Inc., a Florida corporation, (the “Company”), with its
principal place of business at 9000 West Sunset Boulevard, Suite
400, West Hollywood California, 90069 and MIDTOWN PARTNERS &
CO., LLC, (“Midtown”), a Florida limited liability
company, with its principal place of business at 4902 Eisenhower
Blvd. Tampa, Florida 33634, confirms the understanding and
agreement between the Company and Midtown as follows:
1.
Services . Provide strategic advice and
consulting services, on an as needed basis as determined by the
mutual agreement of both Midtown and the Company, with regard to
one or more of the following: (i) mergers and acquisitions; (ii)
joint ventures and strategic alliances; (iii) consulting on the
sale of any equity in the company or any, all or some of the
subsidiaries of the company (the “Services”). The
scope of the Services and additional compensation structure, if
any, for strategic advice and consulting on behalf of Company or
otherwise, shall be determined on a case- by- case basis by the
parties.
2.
Performance of Services . In conjunction with
the performance of the Services, Midtown agrees to:
Make itself available to the
Company for phone conferences during normal business hours for
reasonable periods of time, subject to reasonable advance notice
and mutually convenient scheduling, for the purpose of advising the
Company with regard to the Services to be performed and the
preparation of such reports, summaries, corporate profiles, due
diligence packages and/or other material and documentation as
Midtown shall deem to be necessary to properly present the
Company to individuals and/or entities that could be a benefit to
the Company.
Advise the Company in
evaluating proposals from potential strategic alliances and other
forms of financing.
Midtown shall devote such
time and effort as it deems commercially reasonable under the
circumstances to the affairs of the Company to render the Services.
Company acknowledges that Midtown currently renders and may
continue to render services to other companies that may be similar
to the Services and that Midtown is free to render advice and
perform such services for other companies. Midtown shall not
provide any services that constitute the rendering of a legal
opinion or perform any work that is in the ordinary purview of a
Certified Public Accountant. Midtown cannot guarantee results
on behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.
Company agrees to:
In connection with Midtown
providing the Services, the Company agrees to keep Midtown up to
date and apprised of all business, market and legal developments
related to the Company and its operations and management and shall
furnish to Midtown all data, material and other information
relevant to the performance by Midtown of its obligations under
this Agreement, or particular projects as to which Midtown is
acting as advisor, which will permit Midtown to know all facts
material to the advice to be rendered, and all material or
information reasonably requested by Midtown.
The
Company shall provide to Midtown copies of the Company’s
Business Plan, PowerPoint Presentation and such other collateral
materials necessary for Midtown’s performance hereunder.
The Company shall also make available certain of its
employees for the purposes of presentations and meetings. The
Company acknowledges and agrees that in performing its services
under this engagement, Midtown may rely upon the data, material and
other information supplied by the Company without independently
verifying the accuracy, completeness or veracity of same. In the
event that the Company fails or refuses to furnish any such data,
material or information reasonably requested by Midtown, and thus
prevents or impedes Midtown's performance hereunder, any
inability of Midtown to perform shall not be a breach of its
obligations hereunder.
Midtown acknowledges
and agrees that the Company’s Business Plan, PowerPoint
presentation and other collateral materials to which Midtown may
have access to during the performance of this Agreement are
confidential information and as such, shall not be distributed to
third parties, which such distribution is outside the scope of the
services to be performed hereunder. Notwithstanding the
foregoing, Midtown shall not be required to maintain
confidentiality with respect to information (i) which is or becomes
part of the public domain; (ii) of which it had independent
knowledge prior to disclosure; (iii) which comes into the
possession of Midtown or its employees or agents in the normal and
routine course of its own business from and through independent
non-confidential sources; or (iv) which is required to be disclosed
by Midtown pursuant to legal process or in accordance with
governmental or regulatory requirements. If Midtown is requested or
required (by oral questions, interrogatories, requests for
information or document subpoenas, civil investigative demands, or
similar process) to disclose any confidential information supplied
to it by the Company, or the existence of other negotiations in the
course of its dealings with the Company or its representatives,
Midtown shall, unless prohibited by law, promptly notify the
Company of such request(s) so that the Company may seek an
appropriate protective order.
3.
Term . The term of this Agreement shall
commence on the date Midtown closes on a Financing or Offering on
behalf of the Company and shall end twelve months thereafter,
unless terminated in accordance with the provisions set forth
below, or extended by the mutual written consent of the parties
hereto (the “ Term ”). This
Agreement may be terminated only:
a.
By Midtown
upon default in the payment of any amounts due to Midtown pursuant
to this Agreement, if such default continues for more than fifteen
(15) days following receipt by the Company from Midtown of written
notice of such default and demand for payment; or
b.
By mutual
agreement of the parties.
Upon termination of this
Agreement, Midtown shall receive full payment of all
Midtown’s fees and expenses (at the rate and to the extent it
would otherwise have been entitled to receive such payments,
including with all appropriate adjustments) up to the effective
termination date.
4.
Compensation for Services . (a) Regardless of
whether there is a completed Transaction, the Company shall remit
to Midtown $0 per month in cash and one-hundred fifty thousand
dollars ($150,000) or 1,875,000 shares in non-refundable shares of
the Company’s common stock (the “Common Stock”)
at Midtown’s discretion. Fifty percent of this retainer
shall be payable duly upon execution of this Agreement and Fifty
percent of this retainer shall be payable duly upon the completion
of the following: (i) Completion of a 7 to 10 page company report
for use with financing initiatives (ii) Company having met with a
minimum of five potential underwriters and/or investors (iii)
identification of a lead underwriter or investor for the go
public strategy for any or all subsidiaries of the Company (iv)
pre-public offering valuation determined.
(b) As
compensation for a completed Transaction, (as defined below) a fee
(the “Fee”) in an amount pursuant to the following
table shall be paid to Midtown upon the closing of any
Transaction:
Seven percent (7%) on the economic value of
the Transaction;
The
Fee may be payable in cash or securities of the Company, which
securities shall be valued at a price equal to the lesser of thirty
percent of the closing bid price of the Company’s common
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