Exhibit
10.1


 


STOCK
PURCHASE
AGREEMENT


 


 


This
STOCK PURCHASE
AGREEMENT
(the “Agreement”)
is made and entered into as of November
15, 2018, by and between Peiwen Yu, with
its offices located at No. 911 Bao'an Book City XInqiao Street Central Road, Bao'an
District, Shenzhen City, China (the
“Purchaser”),
and David Koos, Regen BioPharma Inc., Bostonia Partners Inc., Sherman Family Trust, Dunhill Ross Partners Inc. and Bio-Technology
Partners Business Trust (each, a “Seller” and collectively, the “Sellers”) with David Koos
as Sellers Representative, whose office is located at 4700 Spring Street, Suite 304, La Mesa, California, 91942, a controlling
shareholder
as well as Chief Executive Officer, Chief Financial Officer and the sole director of
Entest Group, Inc., a Nevada corporation (the
“Company”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Sellers are the record and beneficial owners of an aggregate of 23,733,334 shares of common
stock, par value $0.001 per share (the “Common Stock”), 667 shares of Series AA preferred stock, 534 shares
of Series AAA Preferred Stock and 1,001,533 shares of Non-Voting Convertible Preferred Stock, of the Company, which represent
50.3% of the issued and outstanding shares and currently 94% of the voting power of the Company or 93% of issued and outstanding
shares if non-voting preferred were converted into common on November 15, 2018 and 99% of the voting power of the Company.


 


WHEREAS,
the Sellers desire
to sell to the Purchaser, and
the Purchaser
desires to purchase
from the Seller, the Shares pursuant
to the terms of this Agreement.


 


NOW,
THEREFORE,
IT IS AGREED:
ARTICLE
I


 


SALE
OF THE SHARES


 


Section
1.1 Sale
of the Shares. Subject
to the terms
and conditions
herein
stated,
and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Sellers agree
to sell, assign, transfer,
and deliver
to the Purchaser on the Closing
Date,
and the
Purchaser
agrees
to purchase
from the Sellers on the
Closing
Date,
all of
the Shares.
The certificates
representing
the Shares shall
be duly
endorsed
and assigned to the Purchaser (the “Sale”),
with each endorsement
accompanied
by a Medallion
signature
guarantee.


 


Section
1.2 Price.
On the Closing
Date,
Purchaser
shall pay
to Seller the
amount
of $325,000 (Three Hundred Twenty-Five Thousand Dollars)
(the “Purchase
Price”),
$25,000 of which shall be continue to be held in the escrow account subsequent to the Closing (as defined herein) pursuant to
the terms and conditions set forth in Section 7.3 hereof. The Purchaser
and the Sellers
acknowledge
that the
Purchase
Price will
be delivered
to McMurdo Law Group, LLC, as escrow agent (“Escrow
Agent”) in accordance with the escrow agreement dated October 3, 2018 by
and among the Sellers, Purchaser and Escrow Agent. The
Sellers
have delivered
the Shares to
the Escrow Agent, duly endorsed
for transfer
to Purchaser
or his
designees.
The Escrow Agent shall hold
the Purchase Price upon confirmation
to Purchaser
that the closing
documents
have
been received.
Upon written
instruction
from Purchaser,
the Escrow Agent shall
disburse
the funds
held in escrow
to the Sellers in accordance with the Escrow
Agreement in accordance with Section 3 of that Escrow Agreement entered into by and between the Purchaser, the Seller,
and McMurdo Law Group, LLC on October 3, 2018 as amended November 15, 2018 (“Escrow Agreement”).


 


Section
1.3 Closing.


 


(a)
The
closing
of the
Sale referred
to in Section
1.1 (the
“Closing”)
shall
take
place
on at such date, time and place as shall be determined
by the Purchaser and the Sellers. Such closing
date
is herein
referred
to as the “Closing
Date.”


 


(b)
At the Closing Documents ( as such term is defined in the Escrow Agreement) shall be delivered to the Purchaser and the Purchase
Price shall be delivered to the Seller pursuant to the terms and conditions of the Escrow Agreement.





(c)
At and at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions
contemplated by this Agreement.


 


(d)
All representations, covenants and warranties of the Purchaser and each Seller contained in this Agreement shall be true and correct
on and as of the Closing Date with the same effect as though the same had been made on and as of such date.


 


Section
1.4 Taxes.
All sales,
transfer,
income, or
gain taxes
applicable
to the
sale of the Shares by the
Sellers
as contemplated
by this Agreement
shall
be paid
by the Sellers.


 


ARTICLE
II


 


REPRESENTATIONS
OF SELLER


 


Each
Seller
represents
and warrants
that:


 


Section
2.1 Ownership
of the Shares. Such Seller
is the lawful
owner
of the Shares,
free and
clear of all security
interests,
liens, encumbrances,
equities
and other
charges.
Such Seller further
represents
that he
or it does not
beneficially
own any
options
or warrants
or other
rights
to purchase
securities of the Company. There
are no
outstanding
or authorized
options,
warrants,
rights,
calls, commitments,
conversion
rights, rights
of exchange
or other
agreements
of any character,
contingent
or otherwise,
providing
for the
purchase,
issuance
or sale of any
of the
Shares,
or any arrangements
that require
or permit
any of the Shares
to be voted
by or at the
discretion
of anyone
other
than the
Sellers, and
there
are no
restrictions
of any kind
on the
transfer
of any of
the Shares
other than
(a) restrictions
on transfer
imposed by
the Securities
Act of 1933,
as amended
(the “Securities
Act”) and
(b) restrictions
on transfer
imposed
by applicable
state securities
or “blue
sky” laws.
The delivery
by such Seller
to Purchaser
of the Shares
pursuant
to the provisions
of this Agreement
will transfer
to Purchaser
valid title
thereto,
free and
clear of any
and all Encumbrances.
The Shares being transferred hereby have been validly issued, fully paid and are non-assessable. The
Shares have not been
registered
with the Securities and Exchange Commission (“SEC”) and are being sold
to the Sellers in transactions exempt from registration.


 


Section
2.2 Authorization
and Validity of Agreement.
Each Seller has full power
and authority
to execute
and deliver
this
Agreement,
to perform
his obligations
hereunder,
and to consummate
the transactions
contemplated
hereby.
This Agreement
has been
duly
executed
and delivered
by each Seller
and, assuming
the due
execution
of this Agreement
by Purchaser,
is a valid and binding
obligation
of each Seller, enforceable against such Seller in accordance with its terms, except
to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, and similar laws affecting
the enforcement
of creditors'
rights
generally
and to general
equitable principles.
None of the Sellers is not a party
to any agreement,
written
or oral, creating
rights
in respect
of any of
the Shares
in any third
party
or relating
to the voting
of the Shares.


 


Section
2.3 No
Brokers.
No brokerage
or finder's
fees or
commissions
are or
will be payable
by the Company to any
broker,
financial
advisor
or consultant,
finder,
placement
agent,
investment
banker,
bank or
other Person
with respect
to the transactions
contemplated
by this Agreement,
and the
Company
has not
taken any
action that
would
cause Purchaser
to be liable
for any
such fees
or commissions.
Each Seller agrees
that Purchaser
shall have
no obligation
with respect
to any fees
or with respect
to any claims
made by
or on behalf
of any Person,
for fees
of the
type contemplated
by this
Section and
each Seller shall
indemnify
and hold
the Purchaser
and the Company
harmless
from any fees,
costs or liabilities
of any kind
incurred
by the Purchaser
in connection
therewith.


 


Section
2.4 Accuracy
of Information.
None of the
representations
and warranties
of any Seller
contained
herein,
or in the documents
furnished
by them
pursuant
hereto,
contains
any material
misstatement
of fact or
omits to state
any material
fact necessary
to make the
statements
herein
or therein
in light of
the circumstances
in which
they were
made not
misleading.


 


Section
2.5 No restriction on the Sale. There is no restriction or limitation on the execution and delivery of this Agreement
and the consummation or performance of the transactions contemplated hereby and thereby.


 


Section
2.6No Other Securities. None of the Sellers owns or controls,
directly or indirectly, any securities of the Company other than the Shares.


ARTICLE
III


REPRESENTATIONS
OF SELLERS
AS A DIRECTOR
AND OFFICER OF THE COMPANY OR ENTITIES AFFILIATED THEREOF


 


Each
Seller represents and warrants to the Buyer, as of the date of execution of this Agreement and the Closing Date, as follows:


 


Section
3.1 Existence
and Good Standing.
The Company
is a corporation
duly
organized,
validly
existing,
and in good
standing
under
the laws
of the
State of Nevada
and has all
requisite
corporate
power
and authority
to own,
lease, and
operate
its properties
and to carry on
its business
as now being
conducted.


 


Section
3.2 Capital
Stock.


 


(a)
The Company
has an authorized
capitalization
consisting
of 505,000,000,
par value
of $0.0001
per share,
of which 500,000,000 shares are Common
Stock and 5,000,000 shares are preferred
stock (the “Preferred Stock”). As of the date hereof, [49,170,472] shares of Common Stock, [634] shares of
Series AA Preferred Stock, [728,073] shares of Series B Preferred Stock, [534] shares of Series AAA Preferred Stock and [1,001,533]
shares of Non-Voting Convertible Preferred Stock are issued
and outstanding.
All the outstanding
shares of Common Stock and Preferred Stock
have been
duly authorized
and validly
issued and
are fully
paid and
non-assessable.
All of the
issued and
outstanding
shares
of capital
stock of the
Company have been
offered,
issued and sold
by the Company
in compliance
with all applicable
federal
and state
securities laws.
No securities
of the Company
are entitled
to preemptive
or similar rights,
and no person
or entity has any
right
of first
refusal,
preemptive
right, right
of participation,
or any similar
right
to participate
in the transactions
contemplated
hereby.
Except
as a result of
the purchase
and sale
of the Shares,
there
are no outstanding
options,
warrants,
script
rights
to subscribe
to, calls
or commitments
of any
character
whatsoever
relating
to, or
securities,
rights
or obligations
convertible
into or exchangeable
for,
or giving
any Person
any right
to subscribe
for or
acquire,
any shares of
Common Stock,
or contracts,
commitments,
understandings
or arrangements
by which
the Company
is or may
become bound
to issue additional
shares of
Common Stock,
or securities
or rights
convertible
or exchangeable
into shares
of Common
Stock.
The issuance
and sale of the
Shares
will not
obligate
the Company
to issue shares
of Common
Stock
or other
securities
to any
Person
(other
than the
Purchaser)
and shall not
result
in a right
of any holder
of Company
securities
to adjust
the exercise, conversion,
exchange or
reset price
under such
securities.


 


(b)
There
are no
outstanding
obligations,
contingent
or otherwise,
of the
Company
to redeem,
purchase or
otherwise
acquire
any capital
stock
or other
securities
of the Company.


 


(c)
There
are no
shareholder
agreements,
voting
trusts
or other
agreements
or understandings
to which
the Company
or any of the Sellers
is a party
or by which
either of
them are
bound
relating
to the voting
of any shares
of the
capital stock
of the
Company.


 


(d)
The Shares
have been duly authorized
for issuance,
when delivered
in accordance
with the
terms
of this Agreement,
and shall
be validly
issued,
fully
paid and non-assessable
and the transfer
of said Shares
shall not
be subject
to any preemptive
or other
similar right.


 


Section
3.3 Subsidiaries. Entest Biomedical, Inc., a wholly owned subsidiary of the Company. Entest Biomedical, Inc. is a corporation
duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite corporate
power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Other than
set forth herein, the Company does not currently own equity interest in any entity.


 


Section
3.4 Books
and Records.
The Company's
books
and records,
financial
and otherwise,
are in all material
respects complete
and correct
and are in
the offices
of the Sellers.


 


Section
3.5 Litigation.
There
are no
(a) actions,
suits, or legal,
equitable,
arbitrative,
or administrative
proceedings
pending,
or to the
knowledge
of the
Sellers, threatened
against
the Company,
or (b)
judgments,
injunctions,
writs, rulings,
or orders
by any governmental
person
against
the Company.
Neither
the Company,
nor any officer,
key employee
or 5% stockholder
of the Company
in his, her
or its capacity
as such,
is in default
with respect
to any order,
writ, injunction,
decree,
ruling
or decision
of any court,
commission,
board
or any other
government
agency.
The SEC
has not
issued any stop
order
or other
order
suspending
the effectiveness
of any registration
statement
filed
by the Company
under
the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”) or the
Securities
Act.


 


Section
3.6 Taxes.
There
are no liens
for taxes
upon the
assets of
the Company
or any of its subsidiaries except
for statutory
liens
for current
taxes not
yet due and
payable
or which
may thereafter
be paid without
penalty
or are being
contested
in good faith.
Neither the Company nor any of its subsidiaries has received any notice of audit,
is not
undergoing
any audit of
its tax returns,
or has received
any notice
of deficiency
or assessment
from
any taxing
authority
with respect
to liability
for taxes
which
has not
been fully
paid or finally
settled.
There
have been
no waivers
of statutes
of limitations
by the Company
with respect
to any tax returns.
The Company
has not
filed a request
with the
Internal
Revenue
Service
for changes
in accounting
methods
within
the last three
years which
change would
affect the
accounting
for tax purposes,
directly
or indirectly,
of its business.
The Company
has not executed
an extension
or waiver
of any statute
of limitations
on the assessment
or collection
of any taxes
due (excluding
such statutes
that relate
to years currently
under examination
by the
Internal
Revenue
Service
or other
applicable
taxing
authorities)
that is currently
in effect.


 


Section
3.7 Accuracy
of Information.
None of
the representations
and warranties
of the Sellers
as an officer, director and stockholder of the Company contained
herein,
or in the
documents
furnished
by him pursuant
hereto,
contains
any material
misstatement
of fact or
omits
to state any material
fact necessary
to make the
statements
herein
or therein
in light
of the
circumstances
in which
they were
made not
misleading.


 


Section
3.8 Disclosure.
Each Sellers confirms
that neither
he nor
any other
Person
acting on
his behalf has
provided
the Purchaser
or its agents
or counsel
with any information
that constitutes
or might
constitute
material,
nonpublic
information
concerning
the Company.
Each Seller understands
and confirms
that the
Purchaser
will rely on
the foregoing
representations
in effecting transactions
in securities
of the Company.
All disclosure
provided
to the Purchaser
regarding
the Company,
its business
and the transactions
contemplated
hereby,
furnished
by or on
behalf
of each Seller with
respect
to the representations
and warranties
made herein
are true and
correct with
respect
to such representations
and warranties
and do not
contain
any untrue
statement
of a material
fact or
omit to state any material
fact necessary
in order
to make the
statements
made therein,
in light of
the circumstances
under which
they were
made, not
misleading.
Each Seller acknowledges
and agrees
that the
Purchaser
has not made,
nor is the
Purchaser
making, any
representations
or warranties
with respect
to the transactions
contemplated
hereby
other than
those
specifically
set forth
herein.


 


Section
3.9
No Disagreements
with Accountants
and Lawyers.
There
are no disagreements
of any kind
presently
existing,
or reasonably
anticipated
by the Company
to arise, between
the accountants
and lawyers
formerly
or presently
employed
by the Company.
The Company
does not owe any fees to its accountants
and lawyers.


 


Section
3.10
No Conflicts.
The execution,
delivery
and performance
of this
Agreement
and the transactions
contemplated
hereby
do not
and will
not:
(i) conflict
with or
violate
any provision
of the Company’s
Articles of
Incorporation,
By-laws
or other
organizational
or charter
documents,
or (ii)
conflict
with,
or constitute
a default
(or an event
that with
notice or lapse
of time or
both would
become
a default)
under,
or give
to others
any rights
of termination,
amendment,
acceleration
or cancellation
(with or
without
notice,
lapse of
time or both)
of any
agreement,
credit facility,
debt or
other instrument
(evidencing
a Company
debt or
otherwise)
or other
understanding
to which
the Company
is a party
or by which
any property
or asset of the
Company
is bound
or affected
or (iii)
result
in a violation
of any law,
rule,
regulation,
order,
judgment,
injunction,
decree or
other
restriction
of any court
or governmental
authority
to which
the Company
is subject
(including
federal
and state securities
laws and regulations),
or by which
any property
or asset of the
Company
is bound
or affected.


 


Section
3.11
Filings,
Consents
and Approvals.
Neither
the Sellers
nor the
Company
is required
to obtain
any consent,
waiver,
authorization
or order
of, give
any notice
to, or make
any filing
or registration
with,
any court
or other
federal,
state,
local or
other governmental
authority
or other Person in connection with the execution,
delivery and performance of this Agreement.


 


Section
3.12
Compliance.
The Company:
(i) is not in default
under or
in violation
of (and
no event
has occurred
that has not
been waived
that, with
notice or
lapse of
time or
both, would
result in
a default
by the Company
under),
nor has the
Company
received
notice
of a claim that
it is in default
under or
that it is in
violation
of, any
indenture,
loan or credit
agreement
or any other
agreement
or instrument
to which
it is a party
or by which
it or any of its properties
is bound
(whether
or not
such default
or violation
has been
waived),
(ii) is
not in violation
of any order
of any court,
arbitrator
or governmental
body and
(iii) is not
and has not
been in violation
of any statute,
rule or
regulation
of any governmental
authority.


 


Section
3.13
Transactions
with Affiliates
and Employees.
Except as required
to be set forth
in the SEC
Reports,
none
of the
officers
or directors
of the Company
and, to
the knowledge
of the Sellers,
none of
the Affiliates
or employees
of the Company is presently
a party to any transaction
with the
Company
(other than
for services
as employees,
officers
and directors),
including
any contract,
agreement
or other
arrangement
providing
for the furnishing
of services
to or by,
providing
for rental
of real or
personal
property
to or from,
or otherwise
requiring
payments
to or from
any officer,
director
or such employee
or, to
the knowledge
of the
Sellers, any entity
in which
any officer,
director,
or any such employee
has a substantial
interest or
is an officer,
director,
trustee
or partner.


 


Section
3.14
Assets. The
Company does not have or lease any assets.


 


Section
3.15
Investment
Company/Investment
Advisor.
The business
of the Company
does not
require
it to be registered
as an investment
company
or investment
advisor;
as such terms
are defined
under
the Investment
Company
Act and the
Investment
Advisors
Act of 1940.


 


Section
3.16
Regulatory Matters.
The Company
has complied
with all
applicable
federal, state and local laws
and regulations
(“Law”).
There is no pending or threatened civil or criminal litigation, written notice of violation, formal administrative proceeding
or investigation, inquiry or information request by any federal, state or local governmental entity relating to any Law involving
the Company.


 


Section
3.17
Informed
Decision.
Each Seller is aware
of the Company’s
business
affairs
and financial
condition
and have
reached
an informed
and knowledgeable
decision
to sell the
Shares.


 


Section
3.18
No Liabilities
or Debts.


Other
than:


		(a)	_____of
                                         Accounts Payable of which $11,261 have been outstanding for a period exceeding four years.
                                         Such $11,261 shall be held in Escrow for a period of six months from the date of closing
                                         unless Seller shall resolve such liabilities and releases regarding same.



		(b)	$19,601
                                         of Notes Payable which shall be satisfied pursuant to the Escrow Agreement



		(c)	$3,078
                                         in accrued expenses



 


 


There
are no
liabilities or
debts of
the Company
of any
kind whatsoever,
whether
accrued,
contingent,
absolute,
determined,
determinable
or otherwise
as of Closing and there
is no existing
condition,
situation or
set of circumstances
which
could reasonably
be expected
to result
in such a liability
or debt.
The Company is not a guarantor of any indebtedness of any other person,
firm
or corporation.


 


Section
3.19 Employee Matters. The Company currently has one employee, whose employment with the Company shall terminate at Closing.
There are no any outstanding employment obligation of the Company of any kind. The Company shall have no obligations whatsoever,
for any compensation or other amounts payable to any employee, director, consultant, or independent contractor of the Company,
including, but not limited to Bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits or severance
paid or payable to any employee, director, consultant or independent contractor of the Company relating to service with or for
the Company at any time prior to the Closing Date.


 


Section
3.20 SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated
financial statements of the Company and its consolidated Subsidiaries included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. The financial statements included in the SEC Reports have been prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as
may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may
not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the SEC
Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents
required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or to be filed with
the Commission as exhibits to the SEC Reports, that have not been so described or filed.


 


Section
3.21 Free-Trading Shares. Of the total issued and outstanding shares of common stock of the Company, [25,571,587] shares
of common stock are “restricted securities” under applicable U.S. federal and state securities laws and the remaining
[23,526,991] shares are non-restricted securities. 


 


ARTICLE
IV


 


REPRESENTATIONS
OF PURCHASER


 


Purchaser
represents
and warrants
as follows:


 


Section
4.1 Authorization
of Purchaser.
The Purchaser
has full
power and
authority
to execute and
deliver
this Agreement,
to perform
its obligations
hereunder,
and to consummate
the transactions
contemplated
hereby.
This Agreement
has been
duly
executed
and delivered
by the Purchaser
and, assuming
the due
execution
of this Agreement
by each Seller,
will constitute
a valid and binding
obligation
of the Purchaser
enforceable
against
such Purchaser
in accordance
with its
terms,
except
to the extent
that enforceability
may be
subject
to applicable
bankruptcy,
insolvency,
reorganization,
and similar
laws
affecting
the enforcement
of creditors'
rights
generally
and to general
equitable
principles.


 


Section
4.2 Consents
and Approvals;
No Violations.
The execution
and delivery
of this Agreement
by the Purchaser
and the
consummation
of the transactions
contemplated
hereby
(a) will
not violate
any statute,
rule,
regulation,
order
or decree
of any public
body or
authority
by which
the Purchaser
is bound
or by which
any of its properties
or assets are
bound,
(b) will
not require
any filing with,
or permit,
consent
or approval
of, or
the giving
of any notice
to, any governmental
or regulatory
body, agency
or authority
on or prior
to the Closing
Date,
and (c) will
not result
in a violation
or breach
of, conflict
with, constitute
(with or
without
due notice
or lapse
of time or
both) a default
(or give
rise to any right
of termination,
cancellation,
payment
or acceleration)
under, or
result in the
creation
of any
Encumbrance
upon
any of
the properties
or assets of the Purchaser
under
any of the terms,
conditions,
or provisions
of any note,
bond,
mortgage,
indenture,
license,
franchise,
permit,
agreement,
lease, franchise
agreement,
or any other
instrument
or obligation
to which the Purchaser is a party,
or by which
it or any
of its properties
or assets
may be bound.


 


Section
4.3 Purchase
for Investment.
With regard
to the
Shares purchased
from the
Sellers, the Purchaser and its assigns or designees
will acquire the Shares solely for its own account for investment purposes
only and
not with
a view toward
any resale
or distribution
thereof.
With regard
to the Shares purchased
from the
Sellers, the Purchaser
agrees that
the Shares may not
be sold,
transferred,
offered
for sale,
pledged,
hypothecated,
or otherwise
disposed
of without
registration
under the
Securities
Act, except
pursuant
to an exemption
from such
registration
available
under such
Securities
Act, and without
compliance
with the
securities
laws of other
jurisdictions,
to the extent
applicable.
The Purchaser
and its assigns
or designees
has such knowledge
and experience
in financial
and business
matters
that it is capable
of evaluating
the merits
and risks
of its purchase
of the
Shares. The Purchaser
confirms
that the
Company
and the Sellers have
made
available
to the Purchaser the
opportunity
to ask questions
of the Company
and to acquire
additional
information
about the
Company's
business
and financial
condition.


 


Section
4.4 Available
Funds.
The Purchaser
will have
on the
Closing
Date sufficient
funds
to perform
all of its obligations
under this
Agreement,
including,
without
limitation,
to make the
payments
required
hereunder
described
in Section 1.2
hereto.


 


Section
4.5 Broker's
or Finder's
Fees.
No agent,
broker,
firm
or other
Person
acting on
behalf of
the Purchaser
is, or will be,
entitled
to any commission
or broker's
or finder's
fees from
any of the
parties
hereto,
or from
any Person controlling,
controlled
by or under
common
control
with any
of the parties
hereto,
in connection
with any
of the transactions
contemplated
herein.


 


Section
4.6 Accuracy
of Information.
None of
the representations
and warranties
of the Purchaser
contained
herein,
or in the documents
furnished
pursuant
hereto,
contains
any material
misstatement
of fact or
omits to
state
any material
fact necessary
to make
the statements
herein or
therein in light
of the circumstances
in which
they
were made
not misleading.


 


ARTICLE
V


 


CONDITIONS
TO SELLER'S
OBLIGATIONS


 


The
Sale of the Shares by
the Sellers on
the Closing
Date is conditioned
upon
satisfaction
or waiver,
at or prior
to the consummation
of the Sale,
of the
following
conditions:


 


Section
5.1 Accuracy
of Representations
and Warranties.
The representations
and warranties
of the Purchaser
contained
in this Agreement
shall be true
and correct
in all material
respects
on and as of
the Closing
Date with
the same
effect
as though
such representations
and warranties
had been
made on
and as of such
date.


 


Section
5.2 Performance
of Agreements.
Each and all of
the agreements
of the Purchaser
to be performed
at or prior
to the Closing
Date pursuant
to the terms
hereof shall
have been
duly
performed
in all
material
respects.


 


Section
5.3 No
Injunction.
No court
or other
governmental
body
or public
authority
shall
have issued
an order
that shall
then be in
effect
restraining
or prohibiting
the completion
of the transactions
contemplated
hereby.


 


Section
5.4 Deposit of Purchase Price to Escrow Agent. The Purchaser shall have deposited
the balance of the Purchase Price to the Escrow Agent.


 


ARTICLE
VI


 


CONDITIONS
TO PURCHASER'S
OBLIGATIONS


 


The
purchase
of the Shares
by the Purchaser on the
Closing Date
is conditioned
upon the
satisfaction
or waiver,
at or prior
to the consummation
of the
Sale, of
the following
conditions:


 


Section
6.1 Accuracy
of Representations
and Warranties.
The representations
and warranties
of each Seller
contained
in this Agreement
shall be true
and correct
in all
material
respects
on and
as of the
Closing
Date with the
same effect
as though
such representations
and warranties
have been
made on
and as of
such date
(except
to the
extent
that any
such representation
and warranty
is stated
in this
Agreement
to be made
as of a specific
date, in which
case such
representation
and warranty
shall be true
and correct
as of such specified
date).


 


Section
6.2 Performance
of Agreements.
Each and all of
the agreements
of Seller to
be performed
at or prior
to the Closing
Date pursuant
to the terms
hereof
shall have
been duly
performed
in all
material
respects.


 


Section
6.3 No
Injunction.
No court or
other
government
body or
public
authority
shall
have issued
an order
which
shall
then be in effect
restraining
or prohibiting
the completion
of the transactions
contemplated
hereby.


 


Section
6.4Delivery of Shares to Escrow Agent. The Sellers shall have delivered the Shares to the Escrow Agent with validly
signed stock power, medallion guaranteed, together with all documents necessary to effectuate the transfer of the Shares.


 


ARTICLE
VII


CERTAIN
AGREEMENTS


Section
7.1 Reasonable
Best Efforts.
Each of the
parties hereto
agrees
to use its reasonable
best efforts
to take or
cause to be
taken all action,
to do or cause
to be done,
and to assist and cooperate
with the
other
party hereto
in doing,
all things
necessary,
proper,
or advisable
to consummate
and make
effective,
in the most
expeditious
manner
practicable,
the transactions
contemplated
by this
Agreement,
including,
but not
limited to,
(a) the
obtaining
of all necessary
waivers,
consents,
and approvals
from governmental
or regulatory
agencies
or authorities
and the making
of all necessary
registrations
and filings
and the
taking
of all reasonable
steps as may
be necessary
to obtain any
approval
or waiver
from,
or to avoid
any action or
proceeding
by, any
governmental
agency
or authority,
(b) the
obtaining
of all necessary
consents,
approvals,
or waivers
from
third parties,
and (c) the
defending
of any lawsuits
or any other
legal proceedings,
whether
judicial
or administrative,
challenging
this Agreement
or the
consummation
of the transactions
contemplated
hereby,
including,
without
limitation,
seeking
to have any
temporary
restraining
order entered
by any
court
or administrative
authority
vacated
or reversed.


 


Section
7.2Board of Directors; Officers. At the Closing, (a) the Board of Directors shall consist of one current director (the
“Existing Director”) and one director appointed by Purchaser (the “New Director”), and (b)
all officers of the Company shall resign and the Board of Directors shall appoint the designees of Purchaser as the sole officers
thereof. Upon compliance by the Company with information statement delivery requirements pursuant to Rule 14f-1 under the Exchange
Act, if applicable, the Existing Director shall resign and the vacancy created thereby shall be filled by directors designated
by the New Director.


 


Section
7.3Further SEC Filings.


 


(a)
       The Sellers shall take all such further acts as shall be required to permit the Company
to file any SEC Reports to be filed at or following the Closing which reflect the business and operations of the Company prior
to the Closing, and shall execute and deliver all certifications required to be filed by the Company with respect to financial
statements of the Company reflecting in whole or in part the business and operations of the Company prior to the Closing. Each
Seller acknowledges that this covenant is a material inducement to the Buyer in entering into the transactions contemplated hereby
and in connection herewith.


 


(b)At
closing, $25,000 of the Purchase Price shall remain in the escrow account set up pursuant to the Escrow Agreement until the Company’s
Annual Report on Form 10-K for the fiscal year ended August 31, 2018 is filed with the SEC, at which time the $25,000 shall be
released to the Sellers by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement.


 


ARTICLE
VIII


 


SURVIVAL
OF REPRESENTATIONS;
INDEMNIFICATION


 


Section
8.1 Indemnities.


 


(a)
Each Seller hereby agrees to indemnify and hold harmless the Purchaser from and against any and all damages, claims, losses, or
expenses (including reasonable attorneys' fees and expenses) (“Damages”) actually suffered or paid by the Purchaser
as a result of the breach of any representation or warranty made by such Seller in this Agreement. To the extent that such Seller's
undertakings set forth in this Section 8.1(a) may be unenforceable, such Seller shall contribute the maximum amount that they
are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled
to indemnification hereunder. In the event that Purchaser should raise a claim for damages pursuant to this section 8.1(a), the
Sellers shall have a fifteen (15) business day cure period, beginning upon notice received, to cure any such defect to Purchaser's
satisfaction.


 


(b)
The Purchaser hereby
agrees
to indemnify
and hold
harmless
the Sellers
against Damages
actually
suffered
or paid by
Seller as a result
of the
breach of
any representation
or warranty
made by
the Purchaser
in this Agreement.
To the extent
that the Purchaser's
undertakings
set forth
in this Section
8.1(b)
may be
unenforceable,
the Purchaser
shall contribute
the maximum
amount
that he
is permitted
to contribute
under
applicable
law to the payment
and satisfaction
of all Damages
incurred
by the parties
entitled
to indemnification
hereunder.


 


(c)
Any party
seeking
indemnification
under
this Article
VIII (an
“Indemnified
Party”)
shall
give each
party
from whom
indemnification
is being
sought
(each, an “Indemnifying
Party”)
notice
of any matter
for which
such Indemnified
Party is seeking
indemnification,
stating
the amount
of the Damages,
if known,
and method
of computation
thereof,
and containing
a reference
to the
provisions
of this
Agreement
in respect
of which
such right
of indemnification
is claimed
or arises. The
obligations
of an Indemnifying
Party under
this Article
VIII with
respect
to Damages
arising
from
any claims
of any
third
party
that are
subject
to the indemnification
provided
for in this
Article
VIII (collectively,
“Third-Party
Claims”)
shall be governed
by and contingent
upon the
following
additional
terms
and conditions:
if an Indemnified
Party shall
receive,
after the
Closing Date,
initial
notice of
any Third-Party
Claim,
the Indemnified
Party
shall
give the
Indemnifying
Party
notice
of such Third-Party
Claim within
such time frame
as is necessary to allow
for a timely
response
and in any
event within
30 days
of the
receipt by
the Indemnified
Party of
such notice;
provided,
however,
that the
failure
to provide
such timely
notice
shall
not release
the Indemnifying
Party
from any
of its obligations
under this
Article VIII
except to the
extent
the Indemnifying
Party
is materially
prejudiced
by such failure.
The Indemnifying
Party shall
be entitled
to assume and
control
the defense
of such
Third-Party
Claim
at its expense
and through
counsel
of its choice
if it gives
notice
of its intention
to do so to
the Indemnified
Party
within 30
days
of the receipt
of such notice
from the
Indemnified
Party;
provided,
however,
that if there
exists or is
reasonably
likely to exist
a conflict
of interest
that would
make
it inappropriate
in the judgment
of the Indemnified
Party
(upon
advice
of counsel)
for the
same counsel
to represent
both the
Indemnified
Party and
the Indemnifying
Party,
then the
Indemnified
Party shall
be entitled
to retain
its own
counsel,
at the expense
of the
Indemnifying
Party,
provided
that the Indemnified
Party
and such
counsel shall
contest
such Third-Party
Claims
in good
faith.
In the event
the Indemnifying
Party exercises
the right
to undertake
any such defense
against
any such
Third-Party
Claim as provided
above,
the Indemnified
Party shall
cooperate
with the Indemnifying
Party
in such defense
and make
available
to the Indemnifying
Party,
at the Indemnifying
Party's
expense,
all witnesses,
pertinent
records,
materials,
and information
in the Indemnified
Party's
possession
or under
the Indemnified
Party's
control
relating
thereto as is reasonably
required
by the
Indemnifying
Party.
Similarly,
in the event
the Indemnified
Party is,
directly
or indirectly,
conducting
the defense
against
any such Third-Party
Claim, the
Indemnifying
Party
shall cooperate
with the Indemnified
Party in such
defense
and make
available to the
Indemnified
Party,
at the Indemnifying
Party's
expense,
all such witnesses,
records,
materials,
and information
in the
Indemnifying
Party's
possession
or under
the Indemnifying
Party's
control
relating
thereto
as is reasonably
required
by the
Indemnified
Party.
The Indemnifying
Party
shall not,
without
the written
consent
of the
Indemnified
Party,
(i) settle or
compromise
any Third-Party
Claim
or consent
to the
entry of
any judgment
that does
not include
as an unconditional
term thereof
the delivery
by the
claimant
or plaintiff
to the Indemnified
Party of
a written release
from all liability
in respect
of such Third-Party
Claim, or (ii)
settle or compromise
any Third-Party
Claim in any
manner
that may
adversely
affect the
Indemnified
Party.
Finally,
no Third-Party
Claim that
is being defended
in good faith
by the Indemnifying
Party
or that is being
defended
by the
Indemnified
Party
as provided
above
in this Section 8.1(c)
shall be
settled by
the Indemnified
Party
without
the written
consent
of the Indemnifying
Party.


ARTICLE
IX MISCELLANEOUS


 


Section
9.1 Expenses.
The parties
hereto shall
pay all
of their
own expenses
relating
to the transactions
contemplated
by this Agreement,
including,
without
limitation,
the fees
and expenses
of their respective
counsel,
financial
advisors,
and accountants.


 


Section
9.2 Governing
Law; Consent
to Jurisdiction.


 


(a)
The interpretation
and construction
of this Agreement,
and all matters
relating
hereto,
shall be governed
by the laws
of the
State of New
York applicable
to contracts
made and
to be performed
entirely
within
the State of
New York.


 


(b)
Each of the
parties
agrees
that any
legal action
or proceeding
with respect
to this Agreement
shall be brought and enforced in the New York Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. Each of the
parties hereto
hereby
irrevocably
waives
any objection
that it may now
or thereafter
have to the
laying of venue
of any
of the aforesaid
actions
or proceedings
arising
out of or
in connection
with this
Agreement
brought
in the courts
referred
to in the preceding
sentence.
Each party
hereto
hereby
consents
to process
being served
in any such action
or proceeding
by the mailing
of a copy
thereof
to the address
set forth
opposite
its name
below and
agrees
that such
service
upon
receipt
shall constitute
good and
sufficient
service
of process
or notice
thereof.
Nothing
in this
paragraph
shall
affect or
eliminate any
right
to serve
process
in any
other manner
permitted
by law.


 


Section
9.3 Captions.
The article
and section
captions
used herein
are for
reference
purposes
only,
and shall not
in any way
affect the
meaning or
interpretation
of this Agreement.


 


Section
9.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such
notice or communication is delivered via e-mail attachment at the email address set forth below at or prior to 5:30 p.m. (New
York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is
delivered via e-mail attachment at the e-mail address as set forth below on a day that is not a business day or later than 5:30
p.m. (New York City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be
given.


 


if
to Purchaser,
to:


 


Peiwen
Yu


No.
911 Bao'an Book City XInqiao Street Central Road,


Bao'an
District, Shenzhen City, China


Email:
dennistan1612@gmail.com


 


With
a copy to (which does not constitute notice):


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, NY 10105


Attn:
ranslow@egsllp.com


 


and
if to Seller,
to:


 


David
Koos


700
Spring Street, Suite 304,


La
Mesa, California, 91942


Email:
venturebridge@gmail.com


 


With
a copy to (which does not constitute notice):


 


[
]


 


or
such other
addresses
or numbers
as shall be furnished
in writing
by any such
party
in the
manner
for giving
notices hereunder.


 


Section
9.5 Parties
in Interest. This Agreement
may not
be transferred,
assigned,
pledged,
or hypothecated
by any party
hereto,
other than by
operation
of law.
This Agreement
shall
be binding
upon
and shall
inure
to the benefit
of the parties
hereto and
their respective
successors
and permitted
assigns.


 


Section
9.6 Counterparts.
This Agreement
may be executed
in two
or more
counterparts,
all of
which
taken together
shall constitute
one instrument.


 


Section
9.7 Entire Agreement. This Agreement, including its exhibits, schedules, and other
documents
referred
to herein
that form
a part
hereof,
contain
the entire
understanding
of the parties
hereto with
respect to the
subject
matter contained
herein
and therein.
This Agreement
supersedes
all prior
agreements
and understandings
between
the parties
with respect
to such subject
matter.


 


Section
9.8 Third-Party
Beneficiaries.
Each party
hereto
intends
that this Agreement
shall
not benefit
or create any
right
or cause of
action in
or on behalf
of any person
other
than the
parties hereto.









    	 	1	 



     


    




*
* * * *


 


IN
WITNESS
WHEREOF,
each of
the parties
has caused this Agreement
to be executed
by their respective
officers
thereunto
duly authorized,
all as of
the day and
year first
above written.


 


 


 


PURCHASER:


 


 


 


 


/s/Peiwen
Yu


Peiwen
Yu


 


 


 


 


SELLERS:


 





David
Koos


 


 


Regen
BioPharma Inc. 


 


 


By:
/s/David Koos


Name:
David Koos


Title:
Chairman and CEO


 


 


Bostonia
Partners Inc. 


 


 


By:
/s/ Timothy G. Foat


Name:
Timothy G. Foat


Title:
President


 


Sherman
Family Trust 


 


 


By:
/s/ Timothy G. Foat


Name:
Timothy G. Foat


Title:
Trustee


 


 


Dunhill
Ross Partners Inc. 


 


 


By:
/s/ Timothy G. Foat


Name:
Timothy G. Foat


Title:
President


 


 


 


Bio-Technology
Partners Business Trust


 


By:
/s/Timothy G. Foat


Name:
Timothy G Foat


Title:
President


 


 


 


IN WITNESS WHEREOF,
the undersigned officer
and director of the Company confirms
the warranties
and representations made
in ARTICLE III above as being
true and
correct.


 


_________________________________________


David
Koos


Chief
Executive Officer, President and Chairman


 






    	 	2	 



     


    

 


AMENDMENT
TO ESCROW AGREEMENT


Dated
November 15, 2018


 


WHEREAS
on October 3, 2018 China International Corporate Management, or its assigns (the "Buyer"), David Koos, as the selling
shareholders' representative ("Seller"), the representative of the holders of (i) 23,733,334 restricted shares of common
stock, (ii) 667 Series AA preferred stock with super-voting rights, (iii) 534 Series AAA preferred stock with super-voting rights,
and (iv) 1,001,533 non-voting convertible preferred stock of Entest Group, Inc. (the "Company"), and McMurdo Law Group,
LLC (the "Escrow Agent") entered into the Escrow Agreement (“Agreement”),


WHEREAS,
the Seller, the Buyer and the Escrow Agent mutually agree to amend Sections 2 and 3 of the Agreement


It
is therefore agreed as follows:


 


Section
2 of the Agreement shall be and read:


 


2.
2.1 Deposits to the Escrow Agent. One day after receipt by the Escrow Agent of written notification from both the Buyer and the
Seller that binding SPA (s) have been executed, due diligence has been completed, and the Parties are prepared to close the transaction
contemplated by the binding SPA (s) the Buyer shall deposit, by Fed Wire Transfer in immediately available funds, an additional
$275,000 (the "Additional Deposit", and together with the initial deposit, the "Escrow Amount") to the Bank
Account.


 


2.2
One day after the receipt of the Additional Deposit by the Escrow Agent, the Seller shall deliver (a) medallion guaranteed or
notarized stock certificate(s) and irrevocable stock power(s) necessary to complete the Transaction, (b) the resignation of the
Company's officers and directors to be effective ten business days after the filing of the Company’s Form 10-K with the
United States Securities and Exchange Commission and (c) the appointment of the Buyer' s designee(s) as officer(s) and director(s)
to be effective ten business days after the filing of the Company’s Form 10-K for the fiscal year ended 2018 (“10-K”)
with the United States Securities and Exchange Commission (the "Documents") to the Escrow Agent.


 


Section
3 of the Agreement shall be and read:





3.       Disbursement
of Deposit from the Bank Account.





3.1       In
the event the Seller is unable to provide the Documents by November 30, 2018, TIME BEING OF THE ESSENCE, or if the parties hereto
fail to complete the Transaction for any reason, the Escrow Amount shall be returned to the Buyer, via the instructions provided
by Buyer, and any and all Documents delivered shall be returned to the Seller, via the instructions provided by the Seller. In
the event that not all of the Documents have been received by November 30, 2018 the Escrow Agent shall return any and all Documents
to the Seller and the Escrow Amount to the Buyer no later than December 1, 2018.


 


3.2
The Escrow Agent shall deliver by Fed Wire Transfer in immediately available funds one day subsequent to receipt by the Escrow
Agent of the Documents :


 


$277,321
of the Escrow amount to the Seller


 


$4,551
of the Escrow Amount to Regen Biopharma, Inc. a creditor of the Company


 


$2600
of the Escrow Amount to David Koos, a creditor of the Company


 


$
850 of the Escrow Amount to Dunhill Ross, a creditor of the Company


 


$11,600
of the Escrow Amount to Blackbriar Partners, a creditor of the Company


 


3.3
The Escrow Agent shall deliver by Fed Wire Transfer in immediately available funds one subsequent to the filing of the10-K:


 


$25,000
of the Escrow Amount to the Seller.


 


3.4
The Escrow Agent shall deliver by Fed Wire Transfer in immediately available funds one subsequent to the effectiveness of the
Buyer’s designee(s) as officer(s) and director(s):


 


$3,078
to the Company


 


3.5       Upon
disbursement of the entire Escrow Amount pursuant to the terms of this Section and the delivery of the Documents to the Buyer,
such delivery which is to occur one day subsequent to the disbursement pursuant to 3.2 of this Agreement , the Escrow Agent shall
be relieved of further obligations and released from all liability under this Agreement as related to such Escrow Amount. It is
expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent, pursuant to
Article 3, exceed the Escrow Amount.





IN
WITNESS WHEREOF, the undersigned have executed this Amendment to the Agreement on November 15, 2018


 





	 	MCMURDO LAW GROUP, INC. MATTHEW MCMURDO, ESQ.
	 	 
	 	 
	 	 
	 	 
	 	CHINA INTERNATIONAL CORPORATE MANAGEMENT
	 	 
	 	 
	 	Dennis Tan
	 	 
	 	Business Development Director
	 	 
	 	 
	 	 
	 	 
	 	Peiwen Yu
	 	 
	 	SELLER
	 	 
	 	DAVID KOOS (in his capacity as the selling shareholders’ representative)
	 	 
	 	By:
	 	Name: David Koos
	 	Selling Shareholder Representative