Exhibit
10.106
BORROWER:
GUARANTOR: Matthew
L. Schissler
GUARANTY
To:
Shelter Island
Opportunity Fund, LLC
1.
The Guaranty . For valuable consideration, the
undersigned ("Guarantor") hereby unconditionally guarantees and
promises to pay promptly to Shelter Island Opportunity Fund, LLC,
its successors and assigns (collectively, "Purchaser"), or order,
in lawful money of the United States, any and all Indebtedness of
Corcell, Ltd., a Nevada corporation ("Borrower") to Purchaser when
due, whether at stated maturity, upon acceleration or otherwise,
and at all times thereafter. The liability of Guarantor under
this Guaranty is limited by the definition of
“Indebtedness” set forth below and includes, without
limitation, liability for all interest, fees, indemnities
(including, without limitation, hazardous waste indemnities), and
other costs and expenses relating to or arising out of the
Indebtedness. The liability of Guarantor is continuing and
relates to any Indebtedness, including that arising under
successive transactions which shall either continue the
Indebtedness or from time to time renew it after it has been
satisfied.
2.
Definitions .
(a)
"Borrower" shall mean the entity listed above.
(b)
"Guarantor" shall mean the individual signing this
Guaranty.
(c)
"Indebtedness" shall mean any and all debts, liabilities, and
obligations of Borrower to Purchaser, now or hereafter existing,
under the Securities Purchase Agreement, dated the date hereof (the
“Securities Purchase Agreement”), among the Borrower,
Cord Blood America, Inc., a Florida corporation, and Purchaser, and
under the $2,300,000 Secured Original Issue Discount Debenture
issued by Borrower to Purchaser thereunder (the
“Debenture”), whether due or not due, absolute or
contingent, liquidated or unliquidated, determined or undetermined,
held or to be held by Purchaser for its own account or as agent for
another or others, whether Borrower may be liable individually or
jointly with others, whether recovery upon such debts, liabilities,
and obligations may be or hereafter become barred by any statute of
limitations, and whether such debts, liabilities, and obligations
may be or hereafter become otherwise unenforceable, and includes
without limitation, any and all obligations of Borrower to
Purchaser for reasonable attorneys' fees and all other costs and
expenses incurred by Purchaser in the collection or enforcement of
any debts, liabilities, and obligations of Borrower to Purchaser,
in each case, that arise from or relate to the Securities Purchase
Agreement or the Debenture and that are in an aggregate amount, in
any case, not to exceed $450,000. It is understood and agreed
that the maximum aggregate amount of Guarantor’s obligations
hereunder is $450,000.
3.
Obligations Independent . The obligations
hereunder are independent of the obligations of Borrower or any
other guarantor, and a separate action or actions may be brought
and prosecuted against Guarantor whether an action is brought
against Borrower or any other guarantor or whether Borrower or any
other guarantor be joined in any such action or actions.
4.
Rights of Purchaser . Guarantor authorizes
Purchaser, without notice or demand and without affecting its
liability hereunder, from time to time to:
(a)
renew, compromise, extend, accelerate, or otherwise change
the time for payment, or otherwise change the terms, of the
Indebtedness (each time such term is used herein, it is used with
the meaning of such term as defined herein) or any part thereof,
including increase or decrease of the rate of interest thereon, or
otherwise change the terms of any Transaction Document (as such
term is defined in the Securities Purchase Agreement);
(b)
receive and hold security for the payment of this Guaranty or
any Indebtedness and exchange, enforce, waive, release, fail to
perfect, sell, or otherwise dispose of any such
security;
(c)
apply such security and direct the order or manner of sale
thereof as Purchaser in its discretion may determine;
(d)
release or substitute any guarantor or any one or more of any
endorsers or other guarantor of any of the Indebtedness;
and
(e)
permit the Indebtedness to exceed Guarantor' liability under
this Guaranty, and Guarantor agrees that any amounts received by
Purchaser from any source other than Guarantor shall be deemed to
be applied first to any portion of the Indebtedness not guaranteed
by Guarantor.
5.
Guaranty to be Absolute . Guarantor agrees that
until this Guaranty has been terminated as provided herein,
Guarantor shall not be released by or because of the taking, or
failure to take, any action that might in any manner or to any
extent vary the risks of Guarantor under this Guaranty or that, but
for this paragraph, might discharge or otherwise reduce, limit, or
modify Guarantor's obligations under this Guaranty. Guarantor
waives and surrenders any defense to any liability under this
Guaranty based upon any such action, including but not limited to
any action of Purchaser described in the immediately preceding
paragraph of this Guaranty.
6.
Guarantor's Waivers of Certain Rights and Certain
Defenses . Guarantor waives:
(a)
any right to require Purchaser to proceed against Borrower,
proceed against or exhaust any security for the Indebtedness, or
pursue any other remedy in Purchaser's power whatsoever;
(b)
any defense arising by reason of any disability or other
defense of Borrower, or the cessation from any cause whatsoever of
the liability of Borrower;
(c)
any defense based on any claim that Guarantor’s
obligations exceed or are more burdensome than those of Borrower;
and
(d)
the benefit of any statute of limitations affecting
Guarantor's liability hereunder.
No
provision or waiver in this Guaranty shall be construed as limiting
the generality of any other waiver contained in this
Guaranty.
7.
Waiver of Subrogation . Until the Indebtedness
has been paid in full, even though the Indebtedness may be in
excess of Guarantor’s liability hereunder, Guarantor waives
to the extent permitted by applicable law any right of subrogation,
reimbursement, indemnification, and contribution (contractual,
statutory, or otherwise) including, without limitation, any claim
or right of subrogation under the Bankruptcy Code (Title 11, United
States Code) or any successor statute, arising from the existence
or performance of this Guaranty, and Guarantor waives to the extent
permitted by applicable law any right to
enforce any remedy that Purchaser now has or may hereafter have
against Borrower, and waives any benefit of, and any right to
participate in, any security now or hereafter held by
Purchaser.
8.
Waiver of Notices . Guarantor waives
all
