EXHIBIT
4(i)
CONVERTIBLE PROMISSORY
NOTE
$1,350,000 PLUS INTEREST DUE &
PAYABLE
DOCUMENT B-04282009a
THIS NOTE AND THE SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE
HARBOR PROVISION.
FOR VALUE RECEIVED, on
the Effective Date, as defined below on the signature page, Cord
Blood America, Inc. as Obligor ("Borrower,” or
“Obligor”), hereby promises to pay to the Lender
(“Lender” or “ Holder”), as defined below
on the signature page, the Principal Sum, as defined below, along
with the Interest Rate, as defined below, according to the terms
herein.
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The "Lender" shall be:
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JMJ Financial / Its Principal, or Its
Assignees
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The "Principal Sum" shall be:
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$1,350,000 (one million three hundred fifty thousand US Dollars):
Subject to the following: accrued, unpaid interest shall be added
to the Principal Sum.
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The “Consideration” shall
be:
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$1,300,000 (one million three hundred thousand
US Dollars) in the form of the Secured & Collateralized
Promissory Note Document C-04282009a (including Security &
Collateral Agreement).
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The "Interest Rate" shall be:
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10% one-time interest charge on the Principal
Sum. No interest or principal payments are required
until the Maturity Date, but both principal and interest may be
included in conversion prior to maturity date.
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The "Conversion Price" shall be the following
price:
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As applied to the Conversion Formula set forth
in 2.2, 85% (eighty-five percent) of the average of the five (5)
lowest trade prices in the 20 trading days previous to the
conversion; as applies to Cord Blood America, Inc. voting common
stock.
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The "Maturity Date" is the date upon which the
Principal Sum of this Note, as well as any unpaid interest shall be
due and payable, and that date shall be:
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3 (three) years from the Effective Date, as
defined below on the signature page.
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The “Prepayment Terms” shall
be:
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Prepayment is not permitted, unless approved by
Holder in writing.
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DOCUMENT B-04282009a
ARTICLE 1 PAYMENT-RELATED
PROVISIONS
1.1 Interest Rate. Subject to the
Holder's right to convert, interest payable on this Note will
accrue interest at the Interest Rate and shall be applied to the
Principal Sum.
ARTICLE 2 CONVERSION
RIGHTS
The Holder will have the right to convert
the Principal Sum and accrued interest under this Note into Shares
of the Borrower's Common Stock as set forth below.
2.1 Conversion Rights and Cashless
Exercise. Subject to the terms set forth in Section 2.7, the Holder
will have the right at its election from and after the Effective
Date, and then at any time, to convert all or part of the
outstanding and unpaid Principal Sum and accrued interest into
shares of fully paid and nonassessable shares of common stock of
Cord Blood America, Inc. (as such stock exists on the date of
issuance of this Note, or any shares of capital stock of Cord Blood
America, Inc. into which
such stock is hereafter changed or reclassified, the "Common
Stock") as per the Conversion Formula set forth in Section 2.2. Any
such conversion shall be cashless, and shall not require further
payment from Holder. Unless otherwise agreed in writing by
both the Borrower and the Holder, at no time will the Holder
convert any amount of the Note into common stock that would result
in the Holder owning more than 4.99% of the common stock
outstanding of Cord Blood America, Inc. Shares from any
such conversion will be delivered to Holder within 2 (two) business
days of conversion notice delivery (see 3.1) via 10:30am priority
overnight delivery service (see Section 2.6).
2.2. Conversion Formula. The number of
shares issued through conversion is the conversion amount divided
by the conversion price.
# Shares = Conversion
Amount
Conversion
Price
2.3 Conversion Formula Adjustments. The
Conversion Formula described in Sections 2.2 and the number and
kind of shares or other securities to be issued upon conversion is
subject to adjustment upon any of the events as described in 2.3.1
to 2.3.3, or any other event as mutually agreed in writing by both
the Holder and Borrower. The adjustment due to any of the
described events shall be: The result of the Conversion Formula
described in 2.2 above shall be multiplied by (2) two, such that
the number of shares calculated in the Conversion Formula would be
doubled.
2.3.1. Merger, Consolidation or Sale of
Assets. If the Borrower at any time consolidates with or merges
into, or sells or conveys all or substantially all of its assets
to, any other entity, the unpaid Principal Sum of this Note and
accrued interest thereon will thereafter be deemed to evidence the
right to purchase such number and kind of shares or other
securities and property as would have been issuable or
distributable, on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the
conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision
will similarly apply to successive transactions of a similar nature
by any such successor or purchaser. Without limiting the generality
of the foregoing, the anti-dilution provisions of this Note will
apply to such securities of such successor or purchaser after any
such consolidation, merger, sale or conveyance.
DOCUMENT B-04282009a
2.3.2. Reclassification. If the Borrower
at any time, by reclassification or otherwise, changes the Common
Stock into the same or a different number
