AGREEMENT

This Agreement (“Agreement”) is entered into by and between Cord Blood America, Inc., a corporation duly organized under the laws of the state of Florida, United States of America, with its principal place of business in Las Vegas, Nevada 89119 (the “Company”) on the one hand, and SEBASTIÁN NICOLÁS NEUSPILLER, domiciled in Buenos Aires, Argentina, DIEGO ESTEBAN RISSOLA, domiciled at Buenos Aires, Argentina, JORGE ALEJANDRO JURADO, domiciled at Buenos Aires, Argentina, MAURO LEONARDO BRUNO, domiciled in Buenos Aires, Argentina, and ALEJANDRO JORGE RICO DOUGLAS, domiciled in Buenos Aires, Argentina (hereinafter collectively the "Sellers"), on the other.  This Agreement is effective as of June 22, 2012 (the "Effective Date").  The Company and the Sellers are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

Whereas, on or around September 20, 2010, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), along with other related documents, with the Sellers, who were shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (‘BioCells”), providing for the Company’s acquisition of a majority of the outstanding shares of BioCells, and the Parties closed the stock purchase transaction on the same date; and

Whereas, the Stock Purchase Agreement, at paragraph 1.04, provides that the Sellers are to be paid contingent “earn-out” compensation in 2012, based on achieving certain levels of net income in 2011; and

WHEREAS, a disagreement arose between the Parties regarding the contingent earn-out compensation referenced herein; and

WHEREAS, the Parties have reached a mutual agreement regarding the earn-out compensation, in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Payment of Earn-Out.  In connection with the earn-out, the Parties shall owe each other no monies other than as set forth herein.

1.1.           Payment by Wire Transfer.  The Company shall pay the Sellers the following: twenty-five thousand United States Dollars ($25,000) on or before June 30, 2012; ten thousand United States Dollars ($10,000) on or before July 31, 2012; and twenty-five thousand United States Dollars ($25,000) on or before September 30, 2012.  These payments shall be made in lawful money of the United States of America by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to the Company by the Sellers prior to the times payments are due.

1.2.           Payment from Dividends.

2. Sale of BioCells.  In the event of a sale of 100% of the outstanding shares of stock of BioCells which closes prior to April 2014 and otherwise meets the price and payment thresholds and requirements set forth in Exhibit A hereto, the Sellers shall receive the balance obtained by subtracting the amount received by the Sellers pursuant to the provisions of paragraph 1 herein from seven hundred five thousand United States Dollars ($705,000).  By way of example, in the event of a sale that meets the requirements set forth in Exhibit A, if BioCells received $250,000 in total pursuant to paragraph 1 above, the Company shall pay BioCells four hundred fifty-five thousand United States Dollars ($455,000) out of the proceeds of the sale, which is the difference between seven hundred five thousand United States Dollars ($705,000) and the two hundred fifty thousand United States Dollars paid by the Company to BioCells pursuant to paragraph 1 herein.

3. Trademarks and Intellectual Property. The Parties agree to negotiate in good faith regarding the use of the Company’s trademarks and/or other intellectual property by BioCells, including in connection with franchise agreements between BioCells and its franchisees.

4. Corporate Documents. The Parties agree to execute corporate documents of BioCells in good faith as necessary and in compliance with the laws of Argentina and of the United States of America, as applicable.

5. Release.  Except for the obligations contained in paragraphs 1 and 2 herein, the Parties do hereby generally and specifically release, discharge, and acquit one another and their past and present parents, affiliates, subsidiaries, officers, directors, partners, principals, employees, attorneys, insurers, agents, successors, heirs and assigns, from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys’ fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, in any way arising out of or relating to paragraph 1.04 of the Stock Purchase Agreement and the purchase price paid by the Company for its interest in BioCells, including but not limited to earn-out payment by the Company in 2012 as a result of BioCells fiscal performance in 2011, whether known or unknown, occurring prior to, as of, and after the date of the execution of this Agreement.  The parties also intend the releases contained in this paragraph to cover, encompass, release, and extinguish all claims and matters which the Parties do not know or suspect to exist in their favor at the time of executing the Agreement, which if known by them would have materially affected their settlement.