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Exhibit 10.6
Put Option for 20,270,270 shares of the Common Stock of
CORD BLOOD AMERICA, INC.
PUT OPTION AGREEMENT
Issue Date:
November 26, 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 May 26, 2010 (the “Put
Commencement Date”) , until November 26, 2012 (the
“Put Termination Date”), to repurchase from Holder, up
to 20,270,270 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 for all the Put Shares
under this Put Option shall be equal to the product of (i) the
aggregate of all Advances made (whether or not they are then
outstanding) by the initial Holder to Corcell, Ltd., a Nevada
corporation (the “Company”), under the Company’s
$1,000,000 Secured Original Issue Discount Debenture dated the date
hereof (the “Debenture”), as evidenced by the records
of the initial Holder, and (ii) 60.00% (or, on a per Put Share
basis, such product divided by the total number of 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 Co
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