Exhibit 10.2


 


COMPANY HOLDERS SUPPORT AGREEMENT


 


This Company Holders Support
Agreement (this “Agreement”) is dated as of October 14, 2022, by and among HH&L Acquisition Co., a Cayman Islands
exempted company limited by shares (“SPAC”), the Persons set forth on Schedule I hereto (each, a “Company
Shareholder” and, collectively, the “Company Shareholders”), and DiaCarta, Ltd., a Cayman Islands exempted
company limited by shares (the “Company”). Capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date hereof,
the Company Shareholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under
the Exchange Act) of such number of Company Shares as are indicated opposite each of their names on Schedule I attached hereto
(all such Company Shares, together with any Company Shares of which ownership of record or the power to vote (including, without limitation,
by proxy or power of attorney) is hereafter acquired by any such Company Shareholder during the period from the date hereof through the
Expiration Time (as defined below) are referred to herein as the “Subject Shares”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, SPAC, the Company and Diamond Merger Sub Inc., a Delaware
corporation and a direct wholly owned subsidiary of the SPAC (“Merger Sub”), have entered into a Business Combination
Agreement (as amended, restated, modified or supplemented from time to time, together with any letter, schedule, attachment, appendix
and exhibit attached or referenced thereto, the “Merger Agreement”), dated as of the date hereof;


 


WHEREAS, prior to the Effective
Time and subject to the conditions of the Merger Agreement, SPAC shall migrate to and domesticate as a Delaware corporation in accordance
with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), and the Companies Act (As Revised)
of the Cayman Islands (the “Cayman Companies Act”) and upon such continuation be registered as a Delaware corporation
and deregistered in the Cayman Islands;


 


WHEREAS, prior to the Effective
Time and subject to the conditions of the Merger Agreement, the Company shall migrate to and domesticate as a Delaware corporation in
accordance with Section 388 of the DGCL and the Cayman Companies Act;


 


WHEREAS,
in accordance with the Merger Agreement, among other transactions, at the Effective Time, Merger Sub will merge with and into the
Domesticated Company, with the Domesticated Company surviving the Merger as a wholly owned subsidiary of Domesticated SPAC; and


 


WHEREAS, as an inducement to
SPAC, Merger Sub, and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 






    


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 


Article I

SHAREHOLDER SUPPORT AGREEMENT; COVENANTS


 


1.1            Binding
Effect of Merger Agreement. Each Company Shareholder hereby acknowledges that it has read the Merger Agreement and this Agreement
and has had the opportunity to consult with its tax and legal advisors. From the date hereof until the Expiration Time, each Company Shareholder
shall be bound by and comply with Sections 6.5 (Exclusivity) and 9.12 (Publicity) of the Merger Agreement (and any relevant
definitions contained in any such Sections) as if (a) such Company Shareholder was an original signatory to the Merger Agreement
with respect to such provisions, and (b) each reference to the “Company” contained in Section 6.5 of the Merger
Agreement (other than Section 6.5(a) or Section 6.5(c) thereof or for purposes of the definition of Acquisition Proposal)
also referred to each such Company Shareholder. For the purposes of this Agreement, “Expiration Time” means the earlier
of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1
(Termination) thereof.


 


1.2            No
Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Shareholder shall not
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than
the Proxy Statement/Prospectus) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares owned by such Company Shareholder, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Subject Shares owned by such Company Shareholder or (iii) publicly announce any intention to effect any transaction, including the
filing of a registration statement, specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”),
unless the buyer, assignee or transferee thereof executes a joinder agreement to this Agreement in a form reasonably acceptable to SPAC.


 


1.3            New
Shares. In the event that (a) any Subject Shares or other Securities are issued to the Company Shareholder after the date
of this Agreement pursuant to any distribution of bonus shares, stock dividend, stock split, recapitalization, reclassification, combination
or exchange of, on or affecting the Subject Shares owned by such Company Shareholder, (b) the Company Shareholder purchases or otherwise
acquires beneficial ownership of any Subject Shares or other Securities after the date of this Agreement and prior to the Closing, or
(c) the Company Shareholder acquires the right to vote or share in the voting of any Subject Shares or other Securities after the
date of this Agreement (such Subject Shares or other Securities, the “New Securities”), then such New Securities acquired
or purchased by such Company Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the
Subject Shares owned by such Company Shareholder as of the date hereof.


 


1.4            Company
Shareholder Agreements. During the period commencing on the date hereof and ending on the Expiration Time, each Company Shareholder
hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders of the Company (or any adjournment or postponement
thereof), and in any action by written consent of the shareholders of the Company distributed by the Company Board or otherwise undertaken
as contemplated by the Merger Agreement or the transactions contemplated thereby, such Company Shareholder shall, if a meeting is held,
appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes
of establishing a quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or
by proxy, all of its Subject Shares:


 


(a)            to
approve and adopt the Company Transaction Proposals, and the transactions contemplated therein; including without limitation to any other
consent, waiver, approval is required under the Company’s Governing Documents or under any agreements between the Company and its
shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby or the Company Transaction
Proposals;


 






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(b)            in
any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or under any
agreements between the Company and its shareholders, or otherwise sought with respect to the Merger Agreement or the transactions contemplated
thereby or the Company Transaction Proposals or the transactions contemplated therein, to vote, consent or approve (or cause to be voted,
consented or approved) all of such Company Shareholder’s Subject Shares held at such time in favor thereof;


 


(c)            against
any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by the Company (other than the Merger Agreement or the other Ancillary Agreements and the transactions contemplated
thereby);


 


(d)            against
preparation, approval or actions in connection with a public offering of any equity securities of the Company, any of its Subsidiaries,
or a newly formed holding company of the Company or such Subsidiaries (other than in connection with the Company Transaction Proposals
or pursuant to the Merger Agreement or the other Ancillary Agreements and the transactions contemplated thereby);


 


(e)            against
any change in the business, management or Company Board (other than in connection with the Company Transaction Proposals and the transactions
contemplated thereby); and


 


(f)            against
any proposal, action or agreement that would (i) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision
of this Agreement, the Merger Agreement, the Merger or any of the transactions contemplated by the Merger Agreement, (ii) result
in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company
Shareholders under the Merger Agreement or this Agreement, as applicable, (iii) result in any of the conditions set forth in Article VII
of the Merger Agreement not being fulfilled, or (iv) change in any manner the dividend policy or capitalization of the Company, including
the voting rights of any share capital of the Company or any other Securities.


 


During
the period commencing on the date hereof and ending on the Expiration Time, each Company Shareholder hereby agrees that it shall
not commit or agree to take any action inconsistent with the foregoing.


 


1.5            No
Challenges. Each Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all
actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, Merger
Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of this Agreement or the Merger Agreement, or (b) alleging a breach of any fiduciary duty of any person in connection
with the evaluation, negotiation or entry into the Merger Agreement.


 


1.6            Further
Assurances. Each Company Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take,
or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary under applicable Laws, or
reasonably requested by SPAC or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by
this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.


 






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1.7            No
Inconsistent Agreement. Each Company Shareholder hereby represents and covenants that such Company Shareholder has not entered
into, shall not enter into, and shall not grant a proxy or power of attorney to enter into, any agreement or undertaking that would restrict,
limit, be inconsistent with or interfere with the performance of such Company Shareholder’s obligations hereunder.


 


1.8            Consent
to Disclosure. Each Company Shareholder hereby consents to the publication and disclosure in the Registration Statement and the
Proxy Statement/Prospectus (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities
authorities, any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders
of SPAC or the Company) of such Company Shareholder’s identity and beneficial ownership of Subject Shares and the nature of such
Company Shareholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate
by SPAC or the Company, a copy of this Agreement. Each Company Shareholder will promptly provide any information reasonably requested
by SPAC or the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated
by the Merger Agreement (including filings with the SEC).


 


Article II

REPRESENTATIONS AND WARRANTIES


 


2.1            Representations
and Warranties of the Company Shareholder. Each Company Shareholder represents and warrants as of the date hereof to SPAC and
the Company (solely with respect to itself, himself or herself and not with respect to any other Company Shareholder) as follows:


 


(a)            Organization;
Due Authorization. If such Company Shareholder is not an individual, it is duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby are within such Company Shareholder’s corporate,
limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company
or organizational actions on the part of such Company Shareholder. If such Company Shareholder is an individual, such Company Shareholder
has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder, and
the signature on this Agreement is genuine. This Agreement has been duly executed and delivered by such Company Shareholder and, assuming
due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding
obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with the terms hereof (except as enforceability
may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary
capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company
Shareholder. Each Company Shareholder has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Agreement.


 


(b)            Ownership.
Such Company Shareholder is, as of the date hereof, the record and beneficial owner of, and has good title to, all of such Company Shareholder’s
Subject Shares as indicated opposite such Company Shareholder’s name on Schedule I attached hereto, and there exist no Liens
or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares
(other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this
Agreement, (ii) the Company’s Governing Documents, (iii) the Merger Agreement, or (iv) any applicable securities
Laws. Such Company Shareholder’s Subject Shares as indicated opposite such Company Shareholder’s name on Schedule I
attached hereto are the only Securities in the Company owned of record or beneficially by such Company Shareholder on the date of this
Agreement, and none of such Company Shareholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement
with respect to the voting of such Subject Shares, except as provided hereunder. Each Company Shareholder has the sole power to vote or
cause to be voted such Company’s Subject Shares. Other than as set forth opposite such Company Shareholder’s name on Schedule
I, such Company Shareholder does not hold or own any rights to acquire (directly or indirectly) any Securities.


 






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(c)            No
Conflicts. The execution and delivery of this Agreement by such Company Shareholder does not, and the performance by such Company
Shareholder of his, her or its obligations hereunder will not, (i) if such Company Shareholder is not an individual, conflict with
or result in a violation of the organizational documents of such Company Shareholder, (ii) require any consent or approval that has
not been given or other action that has not been taken by any Person (including under any Contract binding upon such Company Shareholder
or such Company Shareholder’s Subject Shares), in each case, to the extent such consent, approval or other action would prevent,
enjoin or materially delay the performance by such Company Shareholder of its, his or her obligations under this Agreement, or (iii) result
in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of the Company’s
Subsidiaries, to the extent the creation of such Lien would prevent, enjoin or materially delay the performance by such Company Shareholder
of its, his or her obligations under this Agreement.


 


(d)            Litigation.
There are no Actions or other proceedings at law or in equity initiated or pending against such Company Shareholder, or to the knowledge
of such Company Shareholder threatened against such Company Shareholder, before (or, in the case of threatened Actions, that would be
before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the
performance by such Company Shareholder of its, his or her obligations under this Agreement. There is no outstanding Governmental Order
imposed upon such Company Shareholder, or, if applicable, any of the Company Shareholder’s Subsidiaries.


 


(e)            Adequate
Information. Such Company Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial
condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger
Agreement and has independently and without reliance upon SPAC or the Company and based on such information as such Company Shareholder
has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Shareholder acknowledges that SPAC
and the Company have not made and do not make any representation or warranty to such Company Shareholder, whether express or implied,
of any kind or character except as expressly set forth in this Agreement. Such Company Shareholder acknowledges that the agreements contained
herein with respect to the Subject Shares held by such Company Shareholder are irrevocable.


 


(f)            Brokerage
Fees. Except as described on Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person
is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger
Agreement or this Agreement based upon arrangements made by such Company Shareholder or, to the knowledge of such Company Shareholder,
by the Company or for which the Company or any of its Affiliates may become liable.


 






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(g)            Acknowledgment.
Such Company Shareholder understands and acknowledges that each of SPAC and the Company is entering into the Merger Agreement in reliance
upon such Company Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other
agreements of such Company Shareholder contained herein.


 


Article III

MISCELLANEOUS


 


3.1            Termination.
This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration
Time, and (b) as to each Company Shareholder, the written agreement of SPAC, the Company and such Company Shareholder. Upon such
termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation
on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have
any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect
to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party hereto
from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall survive
the termination of this Agreement.


 


3.2            Amendment.
Subject to applicable Law, this Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by SPAC, the Company, and each Company Shareholder, and cannot be terminated
orally or by course of conduct.


 


3.3            Waiver.
Each provision in this Agreement may only be waived by written instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure
on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.


 


3.4            Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent or given in accordance with the terms of Section 9.3 of the Merger Agreement to the applicable party, with respect
to the Company and SPAC, at the respective addresses set forth in Section 9.3 of the Merger Agreement, and, with respect to
a Company Shareholder, at the address set forth on Schedule I.


 


3.5            Assignment.
No party hereto shall assign this Agreement or any part hereof or delegate any rights or obligations hereunder without the prior written
consent of the other parties hereto and any such assignment, transfer or delegation without such prior written consent shall be void.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and assigns.


 






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3.6            Rights
of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any
Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.


 


3.7            Governing
Law; Jurisdiction. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts
of law principles thereof that would subject such matter to the Laws of another jurisdiction. All Actions arising under the Laws of the
State of New York out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting in the Borough
of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over any
such Actions, they shall be heard and determined exclusively in the Supreme Court of the State of New York, Commercial Division, sitting
in the Borough of Manhattan of The City of New York (and any appellate court therefrom). Each of the parties hereto agrees that mailing
of process or other papers in connection with any such Actions in the manner provided in Section 3.4 or in such other manner
as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (i) submits
to the exclusive jurisdiction of the aforesaid courts for the purpose of any Action arising under the Laws of the State of New York out
of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waives, and agrees not to assert, by way of motion,
as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder,
or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder any claim
that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in
accordance with this Section 3.7.


 


3.8            Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY
PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY ACTION RELATING TO THIS AGREEMENT,
EACH OTHER ANCILLARY AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND FOR ANY COUNTERCLAIM RELATING
THERETO, IN EACH CASE WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE AND WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT
MATTER OF ANY SUCH ACTION IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY
BENEFICIARY SHALL ASSERT IN SUCH ACTION A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER ANCILLARY
AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS
AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH A SEPARATE ACTION OR OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE WAIVED. THE PARTIES EACH HEREBY AGREE AND CONSENT THAT ANY ACTION ARISING UNDER THIS AGREEMENT, THE OTHER ANCILLARY AGREEMENTS OR RELATED
TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE
AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
SUCH PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 






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3.9            Entire
Agreement. This Agreement and any other documents and instruments and agreements among the parties hereto as contemplated or referred
to herein, constitute the entire agreement among the parties to this Agreement in respect of the subject matter hereof and supersede any
other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. No representations, warranties, covenants,
understandings, agreements, oral or otherwise, exist between such parties except as expressly set forth in this Agreement. No provision
of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct
or by any trade usage. Except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision
hereof or thereof.


 


3.10            Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining
provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the parties.


 


3.11            Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in any number of original, electronic or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. This Agreement shall become effective upon delivery to each party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but
need not individually) bear the signatures of all other parties.


 


3.12            Specific
Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate
remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified
terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the non-breaching parties hereto
shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance
and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions
hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance
and other equitable relief on the basis that (i) there is adequate remedy at law, or (ii) an award of specific performance is
not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened
breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security
in connection with any such order or injunction.


 






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3.13            Adjustment
for Stock Split. If, and as often as, there are any changes in the Company or the Subject Shares by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination,
or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges,
duties and obligations hereunder shall continue with respect to the Company Shareholders, SPAC, the Company, or the Subject Shares, as
so changed.


 


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IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDER:
	 	 
	 	/s/ Aiguo Zhang
	 	Aiguo Zhang


 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDER:
	 	 
	 	/s/ Paul Okunieff
	 	Paul Okunieff



 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDERS:
	 	 
	 	/s/ Effie Ho
	 	Effie Ho


 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDER:
	 	 
	 	Vertias Bioscience 
	 	 
	 	By:	/s/ Zhi Yang
	 	 	Name: Zhi Yang
	 	 	Title:   Managing Partner


 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY SHAREHOLDER:
	 	 
	 	Girton Water Ltd UK
	 	 
	 	 
	 	By:	 /s/ Zhen Sun
	 	 	Name: Zhen Sun
	 	 	Title:   Managing Partner



 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have each caused this Agreement to be duly executed as of the date first written above.


 


	 	SPAC:
	 	 
	 	HH&L ACQUISITION CO.
	 	 
	 	 
	 	By:	 /s/ Richard Qi Li
	 	 	Name: Richard Qi Li
	 	 	Title:   Chief Executive Officer and Director


 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


	 	COMPANY:
	 	 
	 	DIACARTA, LTD.
	 	 
	 	 
	 	By:	/s/ Aiguo Zhang
	 	 	Name: Aiguo Zhang
	 	 	Title:  Chief Executive Officer



 


[Signature
Page to Company Holders Support Agreement]


 






    


     


    

 


Schedule
I