Exhibit 10.3


 


CONTINGENT VALUE RIGHTS AGREEMENT


 


THIS CONTINGENT VALUE
RIGHTS AGREEMENT, dated as of March 24, 2021 (the “Agreement”), is entered into by and among Cellect Biotechnology,
Ltd., an Israeli company (the “Company”), Mr. Eyal Leibovitz (the “Representative”) and
Computershare (the “Rights Agent”).


 


PREAMBLE


 


WHEREAS, Quoin Pharmaceuticals,
Inc., a Delaware corporation (“Quoin”), CellMSC, Inc., a Delaware corporation (“Merger Sub”),
and the Company have entered into an Agreement and Plan of Merger and Reorganization dated as of March 24, 2021 (as it may be
amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant
to which Merger Sub will merge with and into Quoin with Quoin surviving the merger as a subsidiary of the Company (the “Merger”);


 


WHEREAS, pursuant
to the Merger Agreement, Quoin and the Company agreed to create and issue to the Holders (as defined below) contingent value rights
as hereinafter described;


 


WHEREAS, the Company
has entered into a Share Transfer Agreement dated as of March 24, 2021 (the “Transfer Agreement”), pursuant
to which EnCellx, Inc. (the “Buyer”) will acquire from the Company all of the issued and outstanding shares
of Cellect Biotherapeutics Ltd., an Israeli company (“Subsidiary”), and Subsidiary will become a wholly owned
subsidiary of Buyer; and


 


WHEREAS, pursuant
to the Transfer Agreement, and in accordance with the terms and conditions thereof, Buyer agreed to provide the Company, solely
for the benefit of the Holders (as defined below), the right to receive one or more contingent payments upon the achievement of
certain milestones and occurrence of certain events as described in the Transfer Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the consummation of the transactions referred to above, it is mutually covenanted and agreed,
for the benefit of all Holders pro rata to their holdings in the Company as of the Record Date (as defined below), as follows:


 


Article
1

DEFINITIONS


 


Section 1.01 Definitions.
The following terms shall have the meanings ascribed to them as follows:


 


“Acting Holders”
means any Holder or Holders of at least fifty percent (50%) of the outstanding CVRs as set forth on the CVR Register.


 


“Affiliate”
means with respect to any person, any other person that, directly or indirectly, controls, is controlled by or is under common
control with such first person.


 


“Business
Day” means any day other than a day on which banks in the State of New York are authorized or obligated to be closed.


 


“Buyer Group”
means Buyer, Subsidiary and any Affiliate of any of the foregoing, or any one of them (excluding for all purposes the Company).


 


“Consideration”
means the net payment and fees payable by the Buyer Group to the Company under the Transfer Agreement.


 






     
 


     


    

 


“CVRs”
means the rights of Holders to receive contingent cash payments pursuant to this Agreement.


 


“Effective
Date” means the date on which the certificate of merger for the Merger is filed with the Secretary of State of the State
of Delaware and deemed effective.


 


“Exchange
Act” means the U.S. Securities and Exchange Act of 1934, as amended, and the regulations promulgated thereby.


 


“Holder”
means, at the relevant time, a person in whose name a CVR is registered in the CVR Register.


 


“Officer’s
Certificate” means a certificate (i) signed by an authorized officer of the Company, in his or her capacity as such,
and (ii) delivered to the Rights Agent.


 


“Permitted
Transfer” means a transfer of one or more CVRs (i) upon death by will or intestacy; (ii) by instrument to an inter vivos
or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to
a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with
the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in
the case of CVRs payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from
such nominee to another nominee for the same beneficial owner.


 


“Record Date”
means the end of trading [X] days prior to the Effective Date.


 


“Representative”
means the representative of the Holders named in the preamble, until a successor Representative shall have become such pursuant
to the applicable provisions of this Agreement, and thereafter “Representative” shall mean such successor Representative.


 


“Rights Agent”
means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent shall have become such pursuant
to the applicable provisions of this Agreement, and thereafter “Rights Agent” shall mean such successor Rights
Agent.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and the regulations promulgated thereby.


 


“Transaction
Expenses” means (i) a one-time reimbursement in the amount of $10,000 to compensate the Company for the administrative
costs of complying with this Agreement, (ii) all fees of the Rights Agent paid by the Company pursuant to this Agreement for the
applicable year, (iii) any out-of-pocket transaction costs, fees or expenses (including any broker fees, finder’s fees,
advisory fees, accountant or attorney’s fees and transfer or similar taxes imposed by any jurisdiction) incurred by the
Company or any of its subsidiaries or Affiliates in connection with this Agreement or the Transfer Agreement and (iv) any taxes
incurred or paid by the Company or any of its subsidiaries or Affiliates in connection with the this Agreement or the Transfer
Agreement. To the extent any Transaction Expenses are incurred or paid in a currency other than U.S. dollars, the amount that
was paid, as converted into U.S. dollars using the applicable exchange rate in effect for the date on which such amount was paid,
as reported by The Wall Street Journal, shall be used in the calculation of the “Transaction Expenses”.


 









    
    2 


     


    

 


Article
2

CONTINGENT VALUE RIGHTS


 


Section 2.01 Holders
of CVRs; Appointment of Rights Agent.


 


(a) Each Holder shall
be entitled to one CVR for each Share outstanding held by such Holder as of the Record Date.


 


(b) The Company hereby
appoints the Rights Agent to act as rights agent for the Company in accordance with the terms and conditions set forth in this
Agreement, and the Rights Agent hereby accepts such appointment.


 


Section 2.02 Nontransferable.
CVRs may not be sold, assigned, transferred, pledged, encumbered or transferred
or disposed of in any other manner, in whole or in part, other than pursuant to a Permitted Transfer.


 


Section 2.03 No
Certificate; Registration; Registration of Transfer; Change of Address.


 


(a) CVRs shall not be
evidenced by a certificate or other instrument.


 


(b) The Rights Agent
shall keep a register (the “CVR Register”) for the purposes of (i) identifying the Holders of CVRs and (ii)
registering CVRs and Permitted Transfers thereof.


 


(c) Subject to the restriction
on transferability set forth in Section 2.02, every request made to transfer a CVR must be in writing and accompanied by
a written instrument of transfer and other requested documentation in form reasonably satisfactory to the Rights Agent, duly executed
by the registered Holder or Holders thereof, or by the duly appointed legal representative, personal representative or survivor
of such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such
written notice, the Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form
and the transfer otherwise complies with the other terms and conditions of this Agreement, register the transfer of the applicable
CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of the Company,
evidencing the same right, and entitling the transferee to the same benefits and rights under this Agreement, as those held by
the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered
in the CVR Register will be void ab initio. Any transfer or assignment of CVRs shall be without charge (other than the cost of
any transfer tax) to the applicable Holder.


 


(d) A Holder may make
a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. Such written request
must be duly executed by such Holder. Upon receipt of such written notice, the Rights Agent shall promptly record the change of
address in the CVR Register.


 


Section 2.04 No
Voting, Dividends or Interest; No Equity or Ownership Interest in the Company.


 


(a) CVRs shall not have
any voting or dividend rights, and interest shall not accrue on any amounts payable in respect of CVRs.


 


(b) CVRs shall not represent
any equity or ownership interest in the Company or any of its Affiliates.


 






    3 


     


    

 


Section 2.05 Ability
to Abandon CVR. A Holder may at any time, at such Holder’s
option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to the Company without consideration
therefor. Nothing in this Agreement is intended to prohibit the Company from offering to acquire CVRs for consideration in its
sole discretion.


 


Article
3

THE RIGHTS AGENT


 


Section 3.01 Certain
Duties and Responsibilities.


 


(a) The Rights Agent
shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability
arises as a result of the willful misconduct, bad faith or gross negligence of the Rights Agent.


 


(b) The Rights Agent
shall be under no obligation to institute any action, suit or proceeding, or to take any other action likely to result in the
incurrence of material expenses by the Rights Agent, unless the Representative (on behalf of the Holders) shall furnish the Rights
Agent with reasonable security and indemnity for any costs and expenses that may be incurred.


 


Section 3.02 Certain
Rights of Rights Agent.


 


(a) The Rights Agent
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Rights Agent.


 


(b) The Rights Agent
may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order or other paper or document believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties.


 


(c) Whenever the Rights
Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Rights Agent may, in the absence of bad faith, gross negligence or willful misconduct on its part, rely upon the written direction
of the Representative.


 


(d) The Rights Agent
may engage and consult with counsel of its selection and the written advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(e) Any permissive rights
of the Rights Agent hereunder shall not be construed as a duty.


 


(f) The Company agrees
to indemnify the Rights Agent for, and to hold the Rights Agent harmless from and against, any loss, liability, damage or expense
(“Loss”) suffered or incurred by the Rights Agent and arising out of or in connection with Rights Agent’s
performance of its obligations under this Agreement, including the reasonable costs and expenses of defending the Rights Agent
against any claims, charges, demands, actions or suits arising out of or in connection with such performance, except to the extent
such Loss shall have been determined by a court of competent jurisdiction to have resulted from the Rights Agent’s gross
negligence, bad faith or willful misconduct. The Company’s obligations under this Section 3.02(f) to indemnify the
Rights Agent shall survive the resignation or removal of any Rights Agent and the termination of this Agreement. With the Company’s
consent, the Rights Agent’s Loss may be satisfied from the Consideration and deducted from the amounts payable to the Holders
hereunder.


 






    4 


     


    

 


(g) In addition to the
indemnification provided under Section 3.02(f), the Company agrees (i) to pay the fees of the Rights Agent in connection
with the Rights Agent’s performance of its obligations hereunder, as agreed upon in writing by the Rights Agent and the
Company on or prior to the date of this Agreement, and (ii) to reimburse the Rights Agent promptly upon demand for all reasonable
and documented out-of-pocket expenses, including all taxes (other than income, receipt, franchise or similar taxes) and governmental
charges, incurred by the Rights Agent in the performance of its obligations under this Agreement. With the Company’s consent,
the Rights Agent’s fees and expenses may be satisfied from the Consideration and deducted from the amounts payable to the
Holders hereunder.


 


Section 3.03 Resignation
and Removal; Appointment of Successor.


 


(a) The Rights Agent
may resign at any time by giving written notice thereof to the Company and the Holders specifying a date when such resignation
shall take effect, which notice shall be sent at least 60 days prior to the date so specified (or, if earlier, the appointment
of the successor Rights Agent).


 


(b) The Company shall
have the right to remove the Rights Agent at any time by a resolution of the Company’s board of directors specifying a date
when such removal shall take effect. Notice of such removal shall be given by the Company to the Rights Agent, with a copy to
the Representative, which notice shall be sent at least 60 days prior to the date so specified (or, if earlier, the appointment
of the successor Rights Agent).


 


(c) If the Rights Agent
shall resign, be removed or become incapable of acting, the Company shall promptly appoint a qualified successor Rights Agent
by a resolution of the Company’s board of directors. The successor Rights Agent so appointed shall, forthwith upon its acceptance
of such appointment in accordance with this Section 3.03(c) and Section 3.04, become the Rights Agent for all purposes
hereunder.


 


(d) Notwithstanding
anything to the contrary in this Section 3.03, unless consented to in writing by the Representative, the Company shall
not appoint as a successor Rights Agent any person that is not a stock transfer agent, paying agent or escrow agent of national
reputation or the corporate trust department of a commercial bank.


 


Section 3.04 Acceptance
of Appointment by Successor. Every successor Rights Agent appointed
hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to the Company, the Representative and to the
retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor
Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the Rights Agent; provided that upon the request of the Company or the successor Rights Agent, such resigning or removed Rights
Agent shall execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and trusts of
such resigning or removed Rights Agent.


 






    5 


     


    

 


Article
4

COVENANTS


 


Section 4.01 List
of Holders. The Company shall furnish or cause to be furnished to
the Rights Agent and the Representative, in such form as the Company receives from the Company’s transfer agent (or other
agent performing similar services for the Company), the names and addresses of the Holders within 10 Business Days following the
Effective Date.


 


Section 4.02 Payments.
The Company shall deposit with the Rights Agent for payment to the Holders any Consideration it receives from the Buyer Group
pursuant to the terms of the Transfer Agreement, less any applicable
Transaction Expenses, within sixty (60) days of receipt of such Consideration. The Company shall
be entitled to deduct and withhold, or cause to be deducted or withheld, from each such payment otherwise payable pursuant to
this Agreement, such amounts as the Company or any subsidiary of the Company is required to deduct and withhold with respect to
the making of such payment under the Internal Revenue Code of 1986, as amended, or any provision of state, local or non-U.S. tax
law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld
amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction
and withholding was made.


 


Section 4.03 Payment
of Transaction Expenses. The Company shall pay the Transaction Expenses when due and be reimbursed therefor from the Consideration
it receives from the Buyer group.


 


Section 4.04 Transfer
Agreement. The Company shall provide, at the request of the Representative, any and all reports received from the Buyer pursuant
to, or in connection with, the Transfer Agreement, and the Company further agrees to enforce, at the request of the Representative,
any and all provisions listed in Section 2 of the Transfer Agreement. At the request of the Representative, Company will inform
the Buyer that it has designated and authorized the Representative to enforce such rights on behalf of the Company.


 


Article
5

THE REPRESENTATIVE


 


Section 5.01 Appointment
of the Representative. By accepting CVRs, the Holders hereby appoint,
authorize and empower the Representative to be the exclusive representative, agent and attorney-in-fact of each Holder, with full
power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements,
documents, instruments and consents on behalf of and as agent for each Holder at any time in connection with, and that may be
necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and to facilitate the consummation
of the transactions contemplated hereby, including without limitation for purposes of (i) providing such notices to the Holders
of any information it receives from the Company relating to the Consideration or the Rights Agent that such Representative deems
appropriate, (ii) negotiating and settling, on behalf of the Holders, any dispute that arises under this Agreement after the Effective
Date, (iii) confirming the satisfaction of the Company’s obligations under this Agreement, (iv) negotiating and settling
matters with respect to the amounts to be paid to the Holders pursuant to this Agreement, and (v) representing the Holders in
any actions, claims or rights to recourse provided herein.


 






    6 


     


    

 


Section 5.02 Authority.
The appointment of the Representative by the Holders pursuant to Section
5.01 is coupled with an interest and may not be revoked in whole or in part (including, without limitation, upon the death
or incapacity of any Holder). Subject to the prior qualifications, such appointment shall be binding upon the heirs, executors,
administrators, estates, personal representatives, officers, directors, security holders, successors and assigns of each Holder.
All decisions of the Representative with respect to the transactions contemplated hereby shall be final and binding on all Holders.
The Company and the Rights Agent shall be entitled to rely upon, without independent investigation, any act, notice, instruction
or communication from the Representative and any document executed by the Representative on behalf of any Holder and shall be
fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon by the Company. The
Representative shall not be responsible for any loss suffered by, or liability of any kind to, the Holders arising out of any
act done or omitted by the Representative in connection with the acceptance or administration of the Representative’s duties
hereunder, unless such act or omission involves gross negligence or willful misconduct on the part of the Representative.


 


Section 5.03 Representative
Liability.


 


(a)  The Representative
shall be authorized and protected and shall not have any liability for, or in respect of any actions taken, suffered or omitted
to be taken by it in connection with this Agreement and the exercise and performance of its duties hereunder, except to the extent
such liability is a result of the willful misconduct, bad faith or gross negligence of the Representative (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction). No provision of this Agreement shall require the Representative
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers if it believes that repayment of such funds or adequate indemnification against
such risk or liability is not reasonably assured to it.


 


(b)  The Representative
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties,
covenants or obligations shall be read into this Agreement against the Representative.


 


(c)  The Representative
may rely and shall be authorized and protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, power of attorney, endorsement, affidavit, letter or
other paper or document believed by it to be genuine and to have been signed or presented by an officer of the proper party or
parties or upon any written instructions or statements from the Company or the Rights Agent with respect to any matter relating
to its acting as Representative. The Representative shall not be deemed to have knowledge of any event of which it was supposed
to receive notice thereof hereunder but as to which no notice was provided, and the Representative shall be fully protected and
shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice.


 


(d)  Whenever the Representative
shall deem it necessary or desirable that any fact or matter be proved or established before taking, suffering or omitting any
action hereunder, the Representative may request and rely upon an Officer’s Certificate from the Company with respect to
such fact or matter; and such certificate shall be full and complete authorization and protection to the Representative and the
Representative shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the
provisions of this Agreement in reliance upon such certificate. The Representative shall be fully authorized and protected in
relying upon the most recent instructions received from the Company. In the event the Representative believes any ambiguity or
uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received
by the Representative hereunder, the Representative, may, in its sole discretion, refrain from taking any action, and shall be
fully protected and shall not be liable in any way to the Company or any other person for refraining from taking such action,
unless the Representative receives written instructions from the Company that eliminates such ambiguity or uncertainty to the
satisfaction of the Representative.


 


(e) The Representative
may engage and consult with counsel of its selection and the written advice of such counsel or any opinion of counsel shall be
full and complete authorization and protection to the Representative in respect of any action taken, suffered or omitted to be
taken by it hereunder in reliance thereon in the absence of willful misconduct, bad faith or gross negligence on the part of the
Representative (as determined by a final, non-appealable judgment of a court of competent jurisdiction).


 






    7 


     


    

 


(f)  The permissive
rights of the Representative to do things enumerated in this Agreement shall not be construed as a duty.


 


(g)  The Representative
shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution
and delivery hereof; nor shall it be responsible for any breach by the Company of any covenant or failure by the Company to satisfy
conditions contained in this Agreement.


 


(h) The Company agrees
that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required or requested by the Representative for the carrying
out or performing by the Representative of its duties under this Agreement.


 


(i)  The Representative
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Representative shall not be answerable or accountable for any act, omission, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company, to the Holders, the Rights Agent or any
other person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the
selection and continued employment thereof (which gross negligence or bad faith must be determined by a final, non-appealable
judgment of a court of competent jurisdiction) and, in the event of arbitration or litigation in connection with the matters contemplated
herein, the Representative may, but shall not be obligated to, engage and consult with tax experts, valuation firms and other
experts and third parties that it, in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge
its duties hereunder.


 


Section 5.04 Successor
Representative.


 


(a)  The Representative
and any successor Representative may resign and be discharged from its duties under this Agreement at any time by giving written
notice thereof to the Company, specifying a date when such resignation shall take effect, which notice shall be sent at least
thirty (30) days before the date so specified.


 


(b)  The Acting Holders
may remove the Representative or any successor Representative at any time by giving written notice thereof to the Representative
specifying a date when such removal shall take effect, which notice shall be sent at least thirty (30) days before the date so
specified. In the event that the Representative dies, becomes unable to perform his or her responsibilities hereunder or resigns
or is removed from such position, the Acting Holders shall be authorized to and shall select another representative to fill such
vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. The newly-appointed
Representative shall notify the Company, the Rights Agent and any other appropriate person in writing of his or her appointment,
provide evidence that the Acting Holders approved such appointment and provide appropriate contact information for purposes of
this Agreement. The Company and the Rights Agent shall be entitled to rely upon, without independent investigation, the identity
and validity of such newly-appointed Representative as set forth in such written notice. In the event that within thirty (30)
days after the Representative dies, becomes unable to perform his or her responsibilities hereunder or resigns or is removed from
such position and no successor Representative has been so selected, the Company shall cause the Rights Agent to notify the person
holding the largest quantity of the outstanding CVRs (and who is not the Company or any Affiliate of the Company) that such person
is the successor Representative, and shall be the successor Representative hereunder. If such person notifies the Rights Agent
in writing that such person declines to serve, the Rights Agent shall forthwith notify the person holding the next-largest quantity
of the outstanding CVRs (and who is not the Company or any Affiliate of the Company) that such next-largest-quantity person is
the successor Representative, and such next-largest-quantity person shall be the successor Representative hereunder. The Holders
are intended third party beneficiaries of this Section 5.06. If a successor Representative is not appointed pursuant to
the preceding procedure within sixty (60) days after the Representative dies, becomes unable to perform his or her responsibilities
hereunder or resigns or is removed from such position, the Company shall appoint a successor Representative.


 






    8 


     


    

 


Article
6

AMENDMENTS


 


Section 6.01 Amendments
Without Consent of Holders.


 


(a)  The Company, the
Representative and Rights Agent at any time or from time to time, without the consent of any of the Holders, may enter into one
or more amendments hereto for any of the following purposes:


 


(i) to evidence the
appointment of another person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and
obligations of the Rights Agent herein in accordance with the provisions hereof;


 


(ii) to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall determine
to be for the protection of the Holders;


 


(iii) to
cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or


 


(iv) as
may be necessary or appropriate to ensure that CVRs are not subject to registration under the Securities Act or the Exchange Act.


 


(b)  Promptly after
the execution by the parties of any amendment pursuant to the provisions of this Section 6.01, the Company shall mail (or
cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as set forth on the CVR
Register, setting forth in general terms the substance of such amendment.


 


Section 6.02 Amendments
with Consent of Holders.


 


(a)  In addition to
any amendments to this Agreement that may be made without the consent of any Holder or the Rights Agent pursuant to Section
6.01, with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Acting Holders, the
Representative, the Company, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating
or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interests of the
Holders.


 


(b)  Promptly
after the execution by the parties of any amendment pursuant to the provisions of this Section 6.02, the Company shall
mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as set forth on
the CVR Register, setting forth in general terms the substance of such amendment.


 


Section 6.03 Execution
of Amendments. In executing any amendment permitted by this Article
6, the Representative and the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon Officer’s
Certificates of the Company stating that its execution of such amendment is authorized or permitted by this Agreement.


 






    9 


     


    

 


Section 6.04 Effect
of Amendments. Upon the execution of any amendment under this Article 6, this Agreement shall be modified in accordance therewith,
such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby.


 


Article
7

MISCELLANEOUS


 


Section 7.01 Notices.
All notices, requests and other communications to the parties hereunder
shall be in writing (including facsimile transmission) and shall be given,


 


if to the Rights Agent, to:


 


	 	Computershare	 	 
	 	480 Washington Blvd., Jersey City, NJ 07310 USA 
	 	Telephone:	201 680 2388 	 
	 	Facsimile: 	201 680 4606	 
	 	Attention:	Mr. Brian Cossin, Relationship Management 	 
	 	E-mail:	brian.cossin@computershare.com



 





if to the Company, to:


 


Quoin Pharmaceuticals Ltd.


42127 Pleasant Forest Court


Ashburn, VA 20148


Attention: Michael Myers, Ph.D.


Email: mmyers@quoinpharma.com


 


with a copy to (which shall not constitute
notice):


 


Dentons US LLP


1221 Avenue of the Americas


New York, NY 10020-1089


Email: jeffrey.baumel@dentons.com


ilan.katz@dentons.com


Attention: Jeffrey A. Baumel,
Esq., Ilan Katz, Esq.


 


if to the Representative, to:


 


or to such other address or facsimile
number as such party may hereafter specify for the purpose by written notice to the other parties hereto. All such notices, requests
and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m.
on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received
on the next succeeding Business Day in the place of receipt.


 


Section 7.02 Notice
to Holders. All notices, requests and communications required to
be given to the Holders shall be given (unless otherwise herein expressly provided) in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his, her or its address set forth in the CVR Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to the Holders
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.


 






    10 


     


    

 


Section 7.03 Entire
Agreement. This Agreement and the Transfer Agreement constitute the entire agreement between the parties with respect to the
subject matter of this Agreement and supersede all prior agreements and understandings, both written and oral, among or between
any of the parties with respect to the subject matter of this Agreement.


 


Section 7.04 Successors
and Assigns. This Agreement shall be binding upon, and shall be enforceable
by and inure solely to the benefit of, the parties hereto and their respective successors and assigns. The Rights Agent may not
assign this Agreement without the Company’s consent. Neither the Representative nor the Company may assign this Agreement
without the prior written consent of the Acting Holders. Any attempted assignment of this Agreement or any of such rights in violation
of this Section 7.04 shall be void and of no effect.


 


Section 7.05 Benefits
of Agreement. Nothing in this Agreement, express or implied, shall
give to any person (other than the parties hereto, the Holders and their permitted successors and assigns hereunder) any benefit
or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto, the Holders and their permitted successors and
assigns. The Holders shall have no rights hereunder except as are expressly set forth herein and in the Transfer Agreement.


 


Section 7.06 Governing
Law. This Agreement and CVRs shall be governed by and construed in
accordance with the laws of the State of Delaware without regards to its rules of conflicts of laws.


 


Section 7.07 Jurisdiction.
The parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought
in the Delaware Court of Chancery or, if such court shall not have jurisdiction, any federal court located in the State of Delaware
or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided
in Section 7.01 shall be deemed effective service of process on such party.


 


Section 7.08 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 7.09 Severability
Clause. In the event that any provision of this Agreement, or the application of any such provision to any person or set of
circumstances, shall for any reason be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder
of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined
to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and
enforceable to the fullest extent permitted by applicable law. Upon such a determination, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 






    11 


     


    

 


Section 7.10 Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each
party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received
a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or
obligation hereunder (whether by virtue of any other oral or written agreement or other communication).


 


Section 7.11 Termination.
This Agreement shall be terminated and of no force or effect, and the parties hereto shall have no liability hereunder, upon delivery
to the Holders of their pro rata share of the last portion of the Consideration payable under the Transfer Agreement. Sections
3.02, 5.03, 5.04 and Article 7, shall survive the expiration or termination of this Agreement.


 


Section 7.12 Construction.


 


(a) For purposes of
this Agreement, whenever the context requires: singular terms shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.


 


(b) As
used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed
to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”


 


(c) The
bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




    12 


     


    

 


IN WITNESS WHEREOF, each of the
parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above
written.


 





	 	Cellect Biotechnology, Ltd.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Computershare
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	[REPRESENTATIVE]


 

	 	 



 


 


13