Exhibit 10.102
Put Option for
36,000,000 shares of the Common Stock of
CORD BLOOD AMERICA,
INC.
PUT OPTION
AGREEMENT
Issue Date:
February 14, 2007
Cord Blood America,
Inc., a corporation organized under the laws of the State of
Florida (“Cord Blood”), hereby agrees that, for value
received, Shelter Island Opportunity Fund, LLC, its successors or
assigns (the “Holder”), is entitled, subject to the
terms set forth below, to require the Company (as defined herein)
from and after the earlier of (the earlier of such dates being the
“Put Commencement Date”) (1) the date Corcell, Ltd., a
Nevada corporation has repaid the entire principal and accrued
interest on its $2,300,000 Secured Original Issue Discount
Debenture, dated the date hereof (the “Debenture”),
issued to the Holder and (2) August 14, 2009, until August 14, 2010
(the “Put Termination Date”), to repurchase from
Holder, up to 36,000,000 shares (the “Put Shares”) of
Common Stock (as defined herein) at the Exercise Price (as defined
herein). The number and character of the Put Shares and the
Exercise Price per share are subject to the adjustment mechanisms
under the Common Stock Purchase Warrant of even date herewith, a
copy of which is attached.
As used herein the
following terms, unless the context otherwise requires, have the
following respective meanings:
a)
The term
“Company” shall include Cord Blood and any corporation
which shall succeed, or assume the obligations of, Cord Blood
hereunder.
b)
The term “Common
Stock” includes (i) the Company’s Common Stock,
$0.0001 par value per share; and (ii) any other class of
securities into which such securities may be reclassified,
converted or exchanged into, whether pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.
1.
Right to Require
Repurchase .
At any one or more times after the Put Commencement Date
until the Put Termination Date, Holder may require that the Company
repurchase all or any portion of the Put Shares at a price equal to
the Exercise Price. The “Exercise Price”
applicable under this Put Option shall be equal to $0.05 per Put
Share (or $1,800,000 for all the Put Shares).
2.
Exercise of the Put
Option .
If the Holder wishes to exercise its Put Option rights, it
shall submit to the Company, in writing, a notice indicating the
number of Put Shares it wishes the Company to repurchase (an
“Exercise Notice”). The Exercise Notice may be
submitted to the Company at any time beginning 30 days prior to the
Put Commencement Date and ending on the Put Termination Date. Upon
receipt of the Exercise Notice, the Company will have thirty (30)
days from its receipt of the Exercise Notice to pay the Exercise
Price to Holder. The Put Option will be deemed exercised on
the date upon which the Company receives the Exercise Notice and
the Company shall, subject to the provisions of p
