Cover page of Notary Dr. Arne Helms Deed roll no. 2924/2012 HL Agreement On Waiver of Claims, Purchase and Assignment of Claims Agreement and Share Purchase Agreement (File no.: 2005:00646/HL/IS) NOTARIAL DEED OF DR. ARNE HELMS NOTARY IN HAMBURG - CERTIFIED COPY -

1.  

Ms. Susanne Knigge,

a)  

In her own name,

b)  

in her capacity to bind the company alone and released from the constraints of Sec. 181 of the German Civil Code, as the Managing Director of the limited liability company

c)  

in her capacity to bind the company alone and released from the constraints of Sec. 181 of the German Civil Code, as the Managing Director of the limited liability company

d)  

not in her own name, rather as an authorized representative without assuming personal liability pursuant to the powers of attorney attached to this document under Appendices I, II, III, IV, V, VI and VII , having been submitted in original during certification and attached to this document as such, for

2.  

Dr. Bernard Frieling,

a)  

in his capacity to bind the company alone and released from the constraints of Sec. 181 of the German Civil Code, as Managing Director of the limited liability company

b)  

in his capacity to bind the company alone and released from the constraints of Sec. 181 of the German Civil Code, as Managing Director of the limited liability company

3.  

Dr. Max Wolfgang Wesiack

4.  

Ms. Jennifer Hiller

Susanne Knigge

EUR 1,765.00

EUR 1,765.00

 

SESAM Beteiligungs- und

Finanzberatungsgesellschaft

mbH

 

EUR 1,250.00

EUR 200.00

EUR 200.00

EUR 200.00

EUR 150.00

EUR 150.00

EUR 10,000.00

EUR 792.00

 

Series A

 

EUR 12,942.00

 

Prof. Dr. Heinrich Maria Schulte

 

EUR 1,550.00

EUR 350.00

EUR 350.00

EUR 400.00

EUR 200.00

EUR 800.00

EUR 2,821.00

 

EUR 6,471.00

 

Spera GmbH

EUR 1,550.00

EUR 350.00

EUR 350.00

EUR 400.00

EUR 200.00

EUR 800.00

EUR 2,821.00

EUR 6,471.00

 

(1)  

The shareholder Cord Blood America, Inc. granted the Company a loan in the amount of EUR 672,980.56 pursuant to Section 6 of the Shareholders Agreement from 24 March 2010 (Document roll no. 947/2010 HL of Dr. Arne Helms, Notary in Hamburg). Cord Blood America, Inc. hereby waives repayment of the loan including all accessory claims up to an amount of EUR 33,649.03. It hereby sells and assigns to the Buyer the remaining claim for a price of EUR 33,649.03, who accepts this assignment. All claims asserted by Cord Blood America, Inc. against the Company shall hereby be discharged.

(2)  

As of July 31, 2012, the shareholder DRK-Blutspendedienst Baden-Württemberg – Hessen gGmbH has claims against the Company arising from trade accounts receivable in a total amount of EUR 245,898.18, pursuant to Appendix XI of this Agreement. DRK-Blutspendedienst Baden-Württemberg – Hessen gGmbH hereby waives this receivable up to the amount of EUR 12,294.91. It hereby sells and assigns this receivable in this amount at a price of EUR 12,294.91 to the Buyer, who accepts this assignment. All claims asserted by DRK-Blutspendedienst Baden-Württemberg – Hessen gGmbH against the Company that arose by July 19, 2012, shall hereby be discharged; there are no further claims that arose by July 19, 2012. The parties appearing waived reading of Exhibit XI within the meaning of Sec. 4 of the Federal Notary Act. This Exhibit was submitted to the parties appearing for their review, and was signed by them on every page.

(3)  

Entrepreneurs Fund General Partner Limited, affiliated under company law with the shareholder EF (Luxembourg) S.à.r.l., has a claim against the Company in the amount of EUR 8,052.03 based on an invoice dated June 22, 2010 (Invoice no.1003). Entrepreneurs Fund General Partner Limited hereby waives this receivable in the amount of EUR 7,649.43. It hereby sells and assigns the remaining amount of the receivable in the amount of EUR 402.60 to the Buyer, who shall accept this assignment. All claims asserted by EF (Luxembourg) S.à.r.l. and Entrepreneurs Fund General Partner Limited against the Company shall hereby be discharged; there are no further claims.

(4)  

Shareholder Prof. Dr. Carsten Claussen granted the Company loans in the amount of EUR 7,000.00 on December 5, 2011, and EUR 3,236.80 on March 26, 2012, a total of EUR 10,236.80 Herr Prof. Dr. Carsten Claussen hereby waives repayment of the loan and all accessory claims up to a remaining amount of EUR 511.84. He hereby sells and assigns all claims arising from the loan granted in this amount at a price of EUR 511.84 to the Seller, who accepts this assignment. All claims asserted by Dr. Carsten Claussen against the Company shall hereby be discharged; there are no further claims.

(5)  

The shareholder Spera GmbH granted the Company loans in the amount of EUR 2,000.00 on December 7, 2011, and EUR 2,500.00 on March 1, 2012 pursuant to the Loan Agreement of February 29, 2012, a total of EUR 4,500.00. Spera GmbH hereby waives repayment of the loan and all accessory claims up to an amount of EUR 225.00. It hereby sells and assigns all claims arising from the loan granted in this amount at a price of EUR 225.00 to the Buyer, who accepts this assignment. All claims asserted by Spera GmbH against the Company shall hereby be discharged; there are no further claims.

(6)  

Shareholder Dr. Gert Zoulek granted the Company a loan on December 5, 2011 in the amount of EUR 5,000.00. Dr. Gert Zoulek hereby waives repayment of the loan and all accessory claims up to an amount of EUR 250.00. He hereby sells and assigns the claim arising from the loan in this amount at a price of EUR 250.00 to the Buyer, who accepts this assignment. All claims asserted by Dr. Gert Zoulek against the Company shall hereby be discharged; there are no further claims.

(7)  

The Company hereby grants its consent to the purchase of claims set forth in para. (1) to (6); the Company is hereby notified of the transfer.

1)  

The Sellers hereby sell the shares listed under Section I. to the Buyer.

2)  

The Buyer pays EUR 1.00 for each 1% interest in the Company for the aforementioned shares, in detail:

Susanne Knigge

EUR 0.65

SESAM GmbH

EUR 4.76

Prof. Dr. Heinrich M. Schulte

EUR 2.38

Spera GmbH

EUR 2.38

EF(Luxembourg) S.à.r.l.

EUR 7.34

Raimund Schütze

EUR 1.25

Dr. Karin Schütze

EUR 1.21

Dr. Gert Zoulek

EUR 10.08

Prof. Dr. Michael Ludwig

EUR 0.52

Prof. Dr. Carsten Claussen

EUR 8.44

Cord Blood America, Inc.

EUR 51.00

(1)  

The Buyer is entitled to dividend drawing rights as of 1 January 2012.

(2)  

The contracting parties shall bear any tax effects.

(1)  

When this Agreement shall have become effective, all claims of the Company against the Sellers and of the Sellers against the Company, in particular under the Shareholders Agreement of March 24, 2010 (Deed roll no. 947/2010 HL of the Notary Dr. Arne Helms in Hamburg) are discharged.

(2)  

The Shareholders Agreement of March 24, 2010 (Deed roll no. 947/2010 HL of the Notary Dr. Arne Helms in Hamburg) is hereby rescinded effective immediately.

(3)  

This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany.

(4)  

The courts of Hamburg shall have exclusive jurisdiction for any disputes arising from and in connection with this Agreement.

(1)  

The shareholders have rights of first refusal and rights to tag along exist pursuant to §11 of the Articles of Association and §3 of the existing Shareholders Agreement. §5 of the Shareholders Agreement grants some shareholders the right to exercise put options. Pursuant to the resolution attached in Document Bundle XII, all shareholders have waived these rights. (The original of the copy signed by Cord Blood America, Inc. by way of circulation procedure [copy already attached] will be submitted later. This waiver applies exclusively to the transfers designated in this Share Transfer Agreement.

(2)  

Pursuant to §10 of the Articles of Association, the transfer of shares requires consent from the shareholders' meeting. The shareholders' meeting granted consent in a resolution attached in Document Bundle XII.

(3)  

The transfer shall take place with immediate effect in rem. In view of Sec. 16 (1) of the Limited Liability Companies Act, the Sellers hereby grant the Buyer power of attorney, releasing the Buyer from the constraints of Sec. 181 of the German Civil Code, to represent the Sellers comprehensively with respect to the object of the Agreement, in exercising shareholder rights (with the exception of subscription declarations). Sub-powers of attorney may be granted. The Sellers shall bear no costs and the Buyer shall indemnify them against any claims for costs.

(1)  

The Notary certifying this Share Transfer Agreement is requested to execute this deed. Any declarations that may also be required for the effectiveness of execution shall be deemed as received upon receipt by the Notary. Unless indicated otherwise, the Notary shall mean Dr. Arne Helms, Notary in Hamburg.

(2)  

The Notary shall file in particular with the Commercial Register and the Company a copy or counterparts of this deed, partially certified (leaving out the parts not required as evidence of the transfer), and shall file with the tax authorities of the Company a completely certified copy or counterpart, and shall notify the Company of the change in shareholders pursuant to Sec. 40 (2) of the Limited Liability Companies Act.

(3)  

With regard to any property tax, the contracting parties declare that no real property not even indirectly, is recorded in the assets of the Company.