PROMISSORY
NOTE
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$250,000.00
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October ___, 2006
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FOR VALUE RECEIVED, the
undersigned, CORD BLOOD PARTNERS, INC., and CORD BLOOD AMERICA,
INC., each a California corporation having its principal office at
9000 W. Sunset Boulevard, Suite 400, Los Angeles, California 90069
(together, “ Maker ”), enter into this
Promissory Note (this “ Note ”) and jointly and
severally promise to pay to the order of BERGEN COMMUNITY REGIONAL
BLOOD CENTER, a New Jersey nonprofit corporation d/b/a Community
Blood Services having its principal office at 800 Kinderkamack
Road, Oradell, New Jersey 07649 (the “ Holder ”)
the principal sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($250,000.00) (the “ Principal Amount ”) in
lawful money of the United States of America together with interest
on the outstanding portion of the Principal Sum at the rate of
twelve percent (12%) per annum, computed from the date
hereof.
Principal and interest
hereunder shall be payable in twelve (12) equal consecutive monthly
installments beginning on the date which is thirty (30) days from
the date hereof (the “ Commencement Date ”).
The entire unpaid Principal Amount, together with all accrued
and unpaid interest, fees, and any and all other sums due
hereunder, shall be due and payable in full on the first (1
st ) anniversary of the Commencement Date (the “
Maturity Date ”).
Notwithstanding the
foregoing, Holder shall have the right to accelerate the Maturity
Date upon an Event of Default (as defined below), and on such
acceleration, the entire Principal Sum and all other sums due
hereunder shall be immediately due and payable in full.
As used herein, the
term “ Default Rate ” shall mean a rate of
interest of fifteen percent (15%) per annum, but in no event shall
the Default Rate be in excess of the Maximum Rate (as hereinafter
defined).
If any payment due
hereunder is not paid within fifteen (15) days after the due date
for such payment, a late charge equal to the lesser of five percent
(5%) of such overdue payment or the maximum amount permitted by
applicable law shall automatically become due to the holder of this
Note, subject, however, to the limitation that late charges may be
assessed only once on each overdue payment. Said late charges
do not constitute interest and shall constitute compensation to the
holder of this Note for collection and co-lender administration
costs incurred hereunder. In addition, if any payment of
principal is not paid when due, subject to applicable notice and
cure periods, the holder of this Note shall have the right, upon
written notice to Maker, to impose a rate of interest per annum on
such overdue payment equal to the Default Rate and, upon said
notice such rate increase shall be effective retroactively as of
the date the overdue payment was due and shall remain in force and
effect for so long as such default shall continue. This
paragraph shall not be construed as an agreement or privilege to
extend the due date of any payment, nor as a waiver of any other
right or remedy accruing to the holder of this Note by reason of
any default.
Each payment shall be
credited first, to Holder’s collection expenses, next to late
charges, next to unpaid interest, if any, and the balance, if any,
to the reduction of principal. The interest on this Note, if
any, shall be calculated on the basis of actual elapsed days in a
365 day year.
This Note may be
prepaid in full at any time without penalty or premium.
This Note is the
Promissory Note referred to in that certain Stock Pledge, Escrow
and Security Agreement (the “ Pledge Agreement
”), dated as of the date hereof by Maker in favor of
Holder.
Maker and each surety,
endorser and guarantor hereof hereby waive all demands for payment,
presentations for payment, notices of intention to accelerate
maturity, notices of acceleration of maturity, demand for payment,
protest, notice of protest and notice of dishonor, to the extent
permitted by law. No extension of time for payment of this
Note or any installment hereof, no alteration, amendment or waiver
of any provision of this Note and no release
1
or substitution of any
collateral securing Maker’s obligations hereunder shall
release, modify, amend, waive, extend, change, discharge, terminate
or affect the liability of Maker under this Note.
Any forbearance by the
holder of this Note in exercising any right or remedy hereunder or
under any other agreement or instrument in connection with this
loan or otherwise afforded by applicable law, shall not be a waiver
or preclude the exercise of any right or remedy by the holder of
this Note. The acceptance by the holder of this Note of
payment of any sum payable hereunder after the due date of such
payment shall not be a waiver of the right of the holder of this
Note to require prompt payment when due of all other sums payable
hereunder or to declare a default for failure to make prompt
payment.
If this Note is placed
in the hands of an attorney for collection, Maker shall pay all
direct costs reasonably incurred, including reasonable
attorneys&
