EXHIBIT
4(ii)
SECURED & COLLATERALIZED
PROMISSORY NOTE
$1,300,000 PLUS INTEREST DUE &
PAYABLE
DOCUMENT C-04282009a
THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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, JMJ Financial (the
"Borrower,” or “Writer”), hereby promises to pay
to the Lender (“Lender” or “ Holder”), as
defined below, the Principal Sum, as defined below, along with the
Interest Rate, as defined below, according to the terms
herein.
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The “Holder” shall be:
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Cord Blood America, Inc.
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The "Principal Sum" shall be:
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$1,300,000 (one million three hundred 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 this $1,300,000 Secured &
Collateralized Promissory Note as memorialized and evidenced by the
attached Exhibit A Collateral and Security Agreement.
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The “Interest Rate” shall
be:
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10.38% 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 prepaid prior
to maturity date.
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The “Recourse” terms shall
be:
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This is a full recourse Note such that, for example, if the Writer
defaults on the payment of this Note, forcing the Holder to
foreclose on the security/collateral and there is a deficiency
between (1) the outstanding principal and interest amount and (2)
the foreclosure liquidation amount; then the Holder has the right
to pursue additional claims against the Writer for that
deficiency.
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The “Collateral” or
“Security” shall be:
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1,300,000 units of <<<CONFIDENTIAL>>> Investment
Fund (or similar equivalent), or $1,300,000 worth of any other
assets, as memorialized and evidenced by the attached Exhibit A
Collateral and Security Agreement.
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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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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 C-04282009a
ARTICLE 1 PAYMENT-RELATED
PROVISIONS
1.1 Loan Payment Schedule. While no
principal or interest payments are required until the Maturity
Date, unless otherwise adjusted by Writer with written notice to
Holder, or unless otherwise prepaid as set forth above whereby
prepayment is permitted at any time by payment of cash, or other
mutually agreed and negotiated payment, or by surrender of the
Convertible Promissory Note Document B-04282009a, or by surrender
of the Collateral or Security related hereto; provided that all
conversions are honored as set forth under Convertible Promissory
Note Document B-04282009a and provided that Rule 144 is available
to remove the restrictive legend from those shares obtained in
those conversions and such that the shares effectively become
immediately freely tradable, Writer will plan to make payments in
total monthly amounts of $100,000 beginning 210 days from the
execution of this agreement. Writer reserves the right to (1)
make payments prior to 210 days from the execution of this
agreement, and (2) to make payments in monthly amounts in excess of
$100,000, and (3) to adjust this payment schedule and payment
amounts with written notice to Holder. Please
note : The $100,000 figure is based on recent liquidity,
and is subject to change based on change in
liquidity.
1.2 Interest Rate. Interest payable
on this Note will accrue interest at the Interest Rate and shall be
applied to the Principal Sum.
1.3 Application of Payment. Unless
otherwise specified in writing by Writer, all payments made on this
Note will be first applied to the Principal Sum.
ARTICLE 2 MISCELLANEOUS
2.1. Notices. Any notice required or
permitted hereunder must be in writing and be either personally
served, sent by facsimile or email transmission, or sent by
overnight courier. Notices will be deemed effectively
delivered at the time of transmission if by facsimile or email, and
if by overnight courier the business day after such notice is
deposited with the courier service for delivery.
2.2. Amendment Provision. The term "Note"
and all reference thereto, as used throughout this instrument,
means this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented.
2.3. Assignability. This Note will be
binding upon the Writer and its successors and permitted assigns,
and will inure to the benefit of the Holder and its successors and
permitted assigns, and may be assigned by the Holder only with
written consent by Writer.
2.4. Governing La
