Unassociated Document


    Exhibit 10.6


     

    PROMISSORY
NOTE

    
       

      
        	$510,000 	
                As of June 30,
      2009

              


      

       

    

    China
Cord Blood Corporation (“Parent”) and China Cord Blood Services Corporation,
jointly and severally (collectively, the “Maker”), promise to pay to the order
of EarlyBird Capital, Inc. (the “Payee”) the principal sum of Five Hundred Ten
Thousand Dollars ($510,000) in lawful money of the United States of America, on
the terms and conditions described below.

     

    1.           Principal.  In
the event that this Note is not repaid in full by June 29, 2010 (the “Conversion
Date”), the outstanding principal amount of this Note shall be convertible into
ordinary shares of Parent that have been registered for resale with the
Securities and Exchange Commission, as specified in Section 5.  

     

    2.           Interest.  No
interest shall accrue on the unpaid principal balance of this Note.

     

    3.           Repayment/Application of
Payments.  This Note may be
voluntarily repaid in cash at any time prior
to March 29, 2010 without premium or
penalty, provided, however, that in no
event shall a prepayment result in a reduction in the amount required to be paid
in order to satisfy this Note in full. Any
cash payments due hereunder shall be made by wire transfer to an account
designated by Payee.

     

    4.           Collection
Costs.  All payments under this Note shall be applied first to
payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees and then to
the reduction of the unpaid principal balance of this Note.

     

    5.           Conversion.    

     

    (a)           In
the event that, at any time prior to the Conversion Date, Parent closes a U.S.
registered offering for Parent ordinary shares raising gross proceeds of at
least $10,000,000 (the “Registered Offering”), the outstanding principal amount
of this Note will automatically convert into Parent ordinary shares at the per
share offering price of the Registered Offering.  The shares to be
issued to Payee under this section shall be included on the same registration
statement used in connection with the Registered Offering.  Payee
agrees that, in the event that this note is converted pursuant to this Section
5(a), Payee will not sell or otherwise transfer the securities acquired upon
conversion of the note until the Conversion Date unless the transferee agrees
with the Maker to not sell or otherwise transfer the securities until the
conversion date.

     

    (b)           On
the Conversion Date, if not previously converted pursuant to Section 5(a) above,
the outstanding principal amount of this Note will automatically convert into a
number of Parent’s ordinary shares equal to (i) the outstanding principal amount
of this Note divided by (ii) the Fair Market Value (as defined
below).  “Fair Market Value” means the lesser of (i) the average
closing price of Parent’s ordinary shares on its principal market or exchange
for the twenty trading days preceding the Conversion Date, or (ii) $6.05 (as
appropriately adjusted for stock splits, dividends and the
like).  Notwithstanding the foregoing, this Note may not be converted
into ordinary shares of Parent under this paragraph 5(b), unless such shares
have been registered for resale with the Securities and Exchange Commission
under an effective registration statement at the time of issuance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           In
the event that this Note is not be paid off on the Conversion Date pursuant to
the terms hereof, payment on this Note may be made pursuant to the terms of an
Escrow Agreement entered into on the date hereof by and among Golden Meditech
Stem Cells (BVI) Company Limited, Payee and Loeb & Loeb LLP.

     

    (d)           No
fractional shares shall be issued to Payee.  Instead, the number of
shares to be issued shall be rounded up or down to the nearest whole number of
shares.

     

    6.           Events of Default.
The following shall constitute Events of Default:

     

    (a)           Failure to Make Required
Payments.  Failure by Maker to pay the principal on this Note
when it is due.

     

    (b)           Failure to
Register.  Failure by Parent to register the Parent ordinary
shares into which this Note is convertible under (i) Section 5(a) by the date of
the closing of such a transaction or (b) Section 5(b)by the Conversion
Date.

     

    (c)           Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.

     

    (d)           Involuntary Bankruptcy,
Etc.  The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of maker in an involuntary case
under the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of the affairs of Maker, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days.

     

    7.           Remedies.  Upon
the occurrence of an Event of Default specified in Section 6, the unpaid
principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable in cash, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding.

     

    8.           Release
of Escrowed Shares.  Upon the satisfaction of all amounts and
obligations due under this Note, whether pursuant to repayment in accordance
with Section 3 or automatic conversion in accordance with Section 5, Payee shall
deliver a release notice under Section 1.3(a) of the Escrow Agreement dated as
of even date hereof between Golden Meditech Stem Cells (BVI) Company Limited,
EarlyBird Capital, Inc. and Loeb & Loeb LLP, as escrow agent .

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.           Waivers.  Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.

     

    10.           Unconditional
Liability.  Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

     

    11.           Notices.  Any
notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by facsimile or (v) sent by
e-mail, to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:

     

    If to
Maker:

     

    China
Cord Blood Corporation

     

    


     

    


     

    Attn.:

    Facsimile:

     

    China
Cord Blood Services Corporation

    48/F Bank
of China Tower

    1 Garden
Road, Central, HK

    Attn.:  Albert
CHEN

    Facsimile:
(852) 3605 8103

     

    If to
Payee:

    


    EarlyBird
Capital, Inc.

    275
Madison Avenue

    12th
Floor

    New York,
New York 10016

    Attn:  Steven
Levine

    Facsimile:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date on which an e-mail transmission was received by the receiving party’s
on-line access provider (iv) the date reflected on a signed delivery receipt, or
(vi) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.

     

    12.           Construction.  In
accordance with Section 5-1401 of the General Obligations Law of the State of
New York, this Note shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to principles of conflicts of laws
that would result in the application of the substantive law of another
jurisdiction.  The parties hereto agree that any action, proceeding or
claim arising out of or relating in any way to this Note shall be resolved
through final and biding arbitration in accordance with the International
Arbitration Rules of the American Arbitration Association (AAA).  The
arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York, will be conducted in English and will be
decided by a panel of three arbitrators selected from the AAA Commercial
Disputes Panel and that the arbitrator panel’s decision shall be final and
enforceable by any court having jurisdiction over the party from whom
enforcement is sought.  The cost of such arbitrators and arbitration
services, together with the prevailing party’s legal fees and expenses, shall be
borne by the non-prevailing party or as otherwise directed by the
arbitrators.  Each Maker hereby appoints, without power of revocation,
Loeb & Loeb, LLP, New York, New York, Attn: Mitchell Nussbaum, as their
respective agent to accept and acknowledge on its behalf service of any and all
process which may be served in any arbitration, action, proceeding or
counterclaim in any way relating to or arising out of this Note.

     

    13.           Severability.  Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

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    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed the day and year first above written.

     

    
      
        
          	 	CHINA CORD BLOOD
      CORPORATION	 
	 	 	 	 
	 	
                  By:
      

                	/s/ Albert
      Chen	 
	 	 	Name:
      Albert Chen	 
	 	 	Title:
      Chief Financial Officer	 
	 	 	 	 
	 	 	 	 


        

      

    

    
      
        	 	CHINA CORD BLOOD
      SERVICES CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Albert
      Chen	 
	 	 	Name:
      Albert Chen	 
	 	 	Title:
      Chief Financial Officer