Exhibit 10.2


 


 


Dated
24 April 2019


 


APTORUM
GROUP LIMITED


as
Issuer


 


and


 


PEACE
RANGE LIMITED


as
Seller


 


and


 


Aptorum
Investment Holding Limited


as
Purchaser


 


_____________________________________________________


 


PURCHASE AGREEMENT


in
respect of


US$13,500,000
in aggregate principal amount of 8.00 per cent. convertible bonds due 2019

 convertible into fully paid Class A ordinary shares
of the Issuer


______________________________________________________


 




     


     


    

 


TABLE
OF CONTENTS


 


	Clause	 	Heading	 	Page
	 	 	 	 	 
	1	 	INTERPRETATION	 	2
	 	 	 	 	 
	2	 	sale
    and purchase of BONDS; RIGHTS UNDER SUBSCRIPTION AGREEMENT	 	2
	 	 	 	 	 
	3	 	COMPLETION	 	3
	 	 	 	 	 
	4	 	ISSUER
    WARRANTIES	 	4
	 	 	 	 	 
	5	 	Seller
    WARRANTIES	 	5
	 	 	 	 	 
	6	 	PURCHASER
    WARRANTIES	 	6
	 	 	 	 	 
	7	 	CONFIDENTIALITY	 	6
	 	 	 	 	 
	8	 	FEES,
    COSTS AND EXPENSES	 	7
	 	 	 	 	 
	9	 	NOTICES	 	7
	 	 	 	 	 
	10	 	GENERAL	 	8
	 	 	 	 	 
	11	 	COUNTERPARTS	 	9
	 	 	 	 	 
	12	 	GOVERNING
    LAW	 	9
	 	 	 	 	 
	13	 	Arbitration	 	9


 




    - i -


     


    

 


THIS
DEED is dated the 24 day of April 2019


 


BETWEEN:


 


	(1)	APTORUM
                                         GROUP LIMITED, a Cayman Islands exempted limited liability company with Hong Kong
                                         business registration number no. F0023235 with a registered address at Floor 4, Willow
                                         House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands (the “Issuer”);



 


	(2)	JURCHEN
                                         INVESTMENT CORPORATION, a company incorporated with limited liability under the laws
                                         of British Virgin Islands with business registration no. 511328 with a registered office
                                         is at Vistra Corporation Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,
                                         British Virgin Islands (the “Guarantor”);



 


	(3)	PEACE
                                         RANGE LIMITED, a company incorporated under the laws of the British Virgin Islands
                                         with business registration no. 1839278 with a registered address at Sea Meadow House,
                                         Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands (the “Seller”);
                                         and



 


	(4)	Aptorum
                                         Investment Holding Limited,
                                         an exempted limited liability company incorporated under the laws of Cayman Islands with
                                         business registration no. 349834 with a registered address at Floor 4, Willow House,
                                         Cricket Square, Grand Cayman KY1-9010, Cayman Islands (the “Purchaser”),



 


(each,
a “Party” and together, the “Parties”).


 


WHEREAS:


 


	(A)	On
                                         6 April 2018, the Issuer, the Guarantor and the Subscriber entered into a subscription
                                         agreement (the “Subscription Agreement”) in relation to the issue and
                                         subscription of US$15,000,000 in aggregate principal amount of 8.00 per cent. convertible
                                         bonds due 2019 (the “Bonds”) convertible into fully paid Class A ordinary
                                         shares of the Issuer. The Bonds were issued to the Seller on 25 April 2018 pursuant to
                                         a Bond Certificate (the “Bond Certificate No. 1”) dated the same date.



 


	(B)	The
                                         Bonds were guaranteed by the Guarantor pursuant to a deed of guarantee dated 25 April
                                         2018 (“Deed of Guarantee”) entered into by the Issuer and the Guarantor
                                         in favour of the holders of the Bonds;



 


	(C)	Pursuant
                                         to the Subscription Agreement and the terms and conditions of the Bonds (the “Conditions”),
                                         a bank account was set up in the name of the Issuer with MUFG Bank, Ltd., Hong Kong Branch
                                         with account no. 80800076769 (the “Debt Service Reserve Account”) and
                                         charged for the benefit of the bondholders on 25 April 2018 (the “Account Charge”);



 


	(D)	The
                                         Guarantor and the Seller also entered into an escrow agreement on or about 19 April 2018
                                         (the “Escrow Agreement”); the Guarantor, the Issuer and the Seller also
                                         entered into a share charge dated 25 April 2018 (the “Share Charge”)
                                         in relation to the shares of the Issuer held by the Guarantor; both the Escrow Agreement
                                         and the Share Charge have been terminated by the parties thereto;



 






    - 1 -


     


    

 


	(E)	On
                                         18 December 2018, the Issuer successfully listed its shares on the NASDAQ stock exchange
                                         and 10 per cent. of the principal amount of the Bonds were converted into Class A ordinary
                                         shares of the Issuer. Bond Certificate No. 1 was returned by the Seller to the Issuer
                                         for cancellation and a new bond certificate No. 2 (the “Bond Certificate No.
                                         2”) was issued by the Issuer to the Seller with the principal amount of US$13,500,000;



 


	(F)	Whereas,
                                         the Seller as chargee and the Issuer as chargor of the Account Charge, notwithstanding
                                         clause 7.2 (deposits and withdrawals) of the Account Charge, agree to release the Account
                                         Charge pursuant to the provisions of this Deed; and



 


	(G)	The
                                         Issuer, the Guarantor, the Subscriber and the Purchaser have agreed to enter into this
                                         Deed whereby the Seller has agreed to sell and the Purchaser has agreed to purchase the
                                         Bonds together with the rights of the Seller under the Subscription Agreement, on the
                                         terms and subject to the conditions set out in this Deed.



 


	(H)	It
                                         is intended that this document takes effect as a deed notwithstanding the fact that a
                                         party may only execute this document under hand.



 


IT
IS HEREBY AGREED:


 


	1.	INTERPRETATION



 


		1.1	Save
                                         as otherwise expressly stated herein, references to any statute or statutory provision
                                         includes a reference to that statute or statutory provision as from time to time amended,
                                         extended or re-enacted.



 


		1.2	In
                                         this Deed, references to:



 


		(a)	Recitals
                                         and Clauses are to the recitals and clauses of this Deed;



 


		(b)	the
                                         singular includes the plural and vice versa;



 


		(c)	words
                                         importing gender or the neuter include both genders and the neuter; and



 


		(d)	persons
                                         include bodies corporate or unincorporate.



 


		1.3	Headings
                                         are for convenience only and shall not affect the interpretation of this Deed.



 


	1.4	Terms
                                         defined in the Transaction Documents (as defined in the Subscription Agreement) have
                                         the same meanings when used in this Deed, unless otherwise defined.



 


	2.	sale
                                         and purchase of BONDS; RIGHTS UNDER SUBSCRIPTION AGREEMENT



 


		2.1	Subject
                                         to the terms of this Deed, the Seller agrees to sell, transfer and assign (i) the Bonds
                                         together with (ii) all of the rights of the Seller under the Subscription Agreement (including
                                         but not limited to the Seller’s rights under clause 6.2 of the Subscription Agreement),
                                         to the Purchaser at an aggregate sale price of US$13,600,000 the (“Sale Price”)
                                         on Completion (as defined in clause 3.1 below).



 






    - 2 -


     


    

 


		2.2	Subject
                                         to the terms of this Deed, the Purchaser agrees to subscribe for the Bonds and to receive
                                         the rights of the Seller under the Subscription Agreement and shall pay or procure that
                                         there be paid to or to the order of the Seller the Sale Price on the Completion.



 


		2.3	The
                                         Issuer and the Seller hereby agree to withdraw or transfer an amount in US dollar of
                                         (i) the Sale Price and (ii) the Accrued Interest (as defined below) on Completion (as
                                         defined below) from the Debt Service Reserve Account pursuant to clause 3.4 below, which
                                         upon receipt of such funds by the Seller shall discharge the Purchaser’s obligation in
                                         respect of the payment of the Sale Price to the Seller under this Deed.



 


	3.	COMPLETION



 


		3.1	Completion
                                         of the Subscription shall take place within 1 business day after the date of signing
                                         of this Deed by the Parties or any other date or time as the Parties may agree (“Completion”).



 


		3.2	The
                                         Issuer shall deposit or procure the deposit into the Debt Service Reserve Account the
                                         aggregate amount of interest accrued on the Bonds up to the Maturity Date of US$557,333.33
                                         (the “Accrued Interest”) no later than 2 business days prior to Completion.



 


		3.3	The
                                         Purchaser shall deposit or procure the deposit of US$100,000, which forms part of the
                                         Sale Price, into the Debt Service Reserve Account no later than 2 business days prior
                                         to Completion.



 


		3.4	On
                                         or before Completion, the Issuer and the Purchaser shall transfer or procure the transfer
                                         of an amount in US dollar of (i) the Sale Price and (ii) the Accrued Interest from the
                                         Debt Service Reserve Account to the Seller to the following bank account: 



 


		Bank:	                                                
	 	 	 
	 	Bank
                                         account No.:	                      



 


		Beneficiary:	                                     
	 	 	 
	 	SWIFT
                                         Code:	                     
	 	 	 
	 	Bank
                                         Address:	                                                                                             

                     



 


		3.5	On
                                         Completion and only after the Seller has received the funds of an amount in US dollar
                                         of the Sale Price pursuant to clause 3.4 above,



 


		(a)	the
                                         Subscription Agreement shall be terminated between the Issuer, the Guarantor and the
                                         Seller, subject to the provisions set out in this Deed;



 


		(b)	the
                                         Deed of Guarantee shall be terminated, and the Guarantor shall thereafter be unconditionally
                                         and irrevocably released from the guarantee to the payment of all sums expressed to be
                                         payable from time to time by the Issuer under the Bonds on the terms and conditions as
                                         set out in the Deed of Guarantee; and



 


		(c)	the
                                         Debt Service Reserve Account shall be released from security and the Account Charge shall
                                         be cancelled pursuant to a deed of release dated on or about the date of Completion entered
                                         into between the Seller and the Issuer, and the remaining balance standing to the Debt
                                         Service Reserve Account (if any) shall be released and reassigned to the Issuer.



 






    - 3 -


     


    

 


		3.6	On
                                         or within 5 business days after Completion,



 


		(a)	the
                                         Seller shall deliver to the Issuer the Bond Certificate No. 2 and shall instruct the
                                         Issuer to update the register of bondholders and enter the name of the Purchaser therein
                                         as the holder of the Bonds; and



 


		(b)	the
                                         Issuer shall update the register of bondholders and enter the name of the Purchaser as
                                         the new holder of the Bonds, after which Bond Certificate No. 2 shall be destroyed by
                                         the Issuer and a new bond certificate no. 3 be issued in the name of the Purchaser.



 


	4.	ISSUER
                                         WARRANTIES



 


		4.1	The
                                         Issuer warrants and represents to the Seller and the Purchaser that as at the date of
                                         this Deed and as at the date of Completion:



 


		(i)	the
                                         Issuer is a company duly incorporated, validly existing and, where applicable, in good
                                         standing under the laws of its jurisdiction of incorporation and is in compliance with
                                         all laws and regulations to which it is subject, is not in liquidation or receivership,
                                         has full power and authority to own its properties and to conduct its business and is
                                         lawfully qualified to do business in the jurisdiction in which business is conducted
                                         by it;



 


		(ii)	the
                                         Issuer has full power and authority to issue the Bonds pursuant to the Conditions and
                                         does not require the consent thereto of any other party;



 


		(iii)	the
                                         Issuer has power to enter into this Deed, and this Deed has been duly authorised and
                                         executed by, and constitutes legally binding and enforceable obligations of, the Issuer,
                                         and the sale of the Bonds and the rights under the Subscription Agreement will not cause
                                         any breach or violation of any statute, order, rule, regulation or law to which the Issuer
                                         is subject nor cause any breach of any agreement to which the Issuer is a party or by
                                         which it is bound and will not infringe or exceed any limits on, powers of, or restrictions
                                         on or the terms of any contract, obligations or commitment whatsoever of, the Issuer
                                         and/or its boards of directors;



 


		(iv)	the
                                         Bonds and the Subscription Agreement have been duly authorised by the Issuer and constitute
                                         valid and legally binding obligations of the Issuer and the Guarantor respectively;



 


		(v)	the
                                         Issuer will comply with all applicable laws in connection with the issue and sale of
                                         the Bonds; and



 


		(vi)	before
                                         the date of Completion, the Debt Service Reserve Account has a minimum balance of US$14,
                                         157,333.33, being a sum of US$ 13,600,000 and the amount of the Accrued Interest, which
                                         shall be paid or transferred by the Issuer on behalf of the Purchaser to the Seller on
                                         Completion pursuant to clause 3.4 above.



 


(together,
the “Issuer Warranties”)


 






    - 4 -


     


    

 


	4.2	Each
                                         of the Issuer Warranties shall be constructed separately and independently.



 


	4.3	It
                                         is acknowledged that the Purchaser and Seller have entered into this Deed in reliance
                                         upon the Issuer Warranties.



 


	5.	Seller
                                         WARRANTIES



 


	5.1	The
                                         Seller warrants and represents to the Purchaser that as at the date of this Deed and
                                         as at the date of Completion:



 


		(i)	the
                                         Seller is a company duly incorporated, validly existing and, where applicable, in good
                                         standing under the laws of its jurisdiction of incorporation and is in compliance with
                                         all laws and regulations to which it is subject, is not in liquidation or receivership,
                                         has full power and authority to own its properties and to conduct its business and is
                                         lawfully qualified to do business in the jurisdiction in which business is conducted
                                         by it;



 


		(ii)	the
                                         Seller has full power and authority to sell the Bonds and its rights under the Subscription
                                         Agreement and does not require the consent thereto of any other party, save for the approval
                                         of Adamas Ping An Co-Management Limited, the general partner of Adamas Ping An Opportunities
                                         Fund LP, of which approval will be received prior to the Completion;



 


		(iii)	the
                                         Seller has power to enter into this Deed, and this Deed has been duly authorised and
                                         executed by, and constitutes legally binding and enforceable obligations of, the Seller,
                                         and the sale of the Bonds and the rights under the Subscription Agreement pursuant to
                                         this Deed will not cause any breach or violation of any statute, order, rule, regulation
                                         or law to which the Seller is subject nor cause any breach of any agreement to which
                                         the Seller is a party or by which it is bound and will not infringe or exceed any limits
                                         on, powers of, or restrictions on or the terms of any contract, obligations or commitment
                                         whatsoever of, the Seller and/or its boards of directors; and



 


		(iv)	the
                                         Seller will comply with all applicable laws and regulations in connection with the sale
                                         of the Bonds and the rights under the Subscription Agreement.



 


(together,
the “Seller Warranties”)


 


	5.2	Each
                                         of the Seller Warranties shall be constructed separately and independently.



 


	5.3	It
                                         is acknowledged that the Purchaser has entered into this Deed in reliance upon the Seller
                                         Warranties.



 






    - 5 -


     


    

 


	6.	PURCHASER
                                         WARRANTIES



 


	6.1	The
                                         Purchaser warrants and represents to the Seller that as at the date of this Deed and
                                         as at the date of Completion:



 


		(i)	the
                                         Purchaser is a company duly incorporated, validly existing and, where applicable, in
                                         good standing under the laws of its jurisdiction of incorporation and is in compliance
                                         with all laws and regulations to which it is subject, is not in liquidation or receivership,
                                         has full power and authority to own its properties and to conduct its business and is
                                         lawfully qualified to do business in the jurisdiction in which business is conducted
                                         by it;



 


		(ii)	the
                                         Purchaser has full power and authority to subscribe and purchase the Bonds and the rights
                                         under the Subscription Agreement and does not require the consent thereto of any other
                                         party;



 


		(iii)	the
                                         Purchaser has power to enter into this Deed, and this Deed has been duly authorised and
                                         executed by, and constitutes legally binding and enforceable obligations of, the Purchaser,
                                         and the purchase of the Bonds and the rights under the Subscription Agreement pursuant
                                         to this Deed will not cause any breach or violation of any statute, order, rule, regulation
                                         or law to which the Purchaser is subject nor cause any breach of any agreement to which
                                         the Purchaser is a party or by which it is bound and will not infringe or exceed any
                                         limits on, powers of, or restrictions on or the terms of any contract, obligations or
                                         commitment whatsoever of, the Purchaser and/or its boards of directors; and



 


		(iv)	the
                                         Purchaser will comply with all applicable laws and regulations (including stock exchange
                                         listing obligations) in connection with the subscription and purchase of the Bonds and
                                         the rights under the Subscription Agreement.



 


	6.2	Each
                                         of the Purchaser Warranties shall be constructed separately and independently.



 


	6.3	It
                                         is acknowledged that the Seller has entered into this Deed in reliance upon the Purchaser
                                         Warranties.



 


	7.	CONFIDENTIALITY



 


	7.1	Each
                                         Party undertakes that it shall (and shall procure that its affiliates shall, and where
                                         relevant, undertakes to procure that its officers, employees, agents, investment managers
                                         and professional and other advisers and those of any affiliate (together its “Authorised
                                         Persons”) shall) use its best endeavours to keep confidential at all times
                                         and not permit or cause the disclosure of any information (other than to its Authorised
                                         Persons) which it may have or acquire before or after the date of this Deed relating
                                         to the provisions of, and negotiations leading to, this Deed and the performance of the
                                         obligations thereunder (such information being “Confidential Information”).
                                         In performing its obligations under this Clause 7.1, each party shall apply confidentiality
                                         standards and procedures at least as stringent as those apply generally in relation to
                                         similar types of confidential information which it receives in connection with evaluating
                                         transactions similar to the transactions contemplated by this Deed.



 


	7.2	Each
                                         Party shall, subject to the relevant laws and regulations, alert the other Parties as
                                         soon as is reasonably practical after it becomes aware of any request from a third party
                                         for disclosure of any Confidential Information.



 






    - 6 -


     


    

 


	7.3	The
                                         obligation of confidentiality under Clause 7.1 does not apply to:



 


		(a)	information
                                         which at the date of disclosure is within the public domain (otherwise than as a result
                                         of a breach of this Clause 7);



 


		(b)	the
                                         disclosure of information to the extent required to be disclosed by law, regulation,
                                         rules of any stock exchange or any regulatory authority binding on the Issuer or the
                                         Guarantor (including (i) any governmental filing or to other authorities as required
                                         by the applicable laws and/or regulation or rules of NASDAQ, an Alternative Stock Exchange,
                                         the Financial Industry Regulatory Authority or the U.S. Securities and Exchange Commission
                                         and (ii) in connection with any action or claim to enforce its rights thereunder); or



 


		(c)	the
                                         disclosure by a Party to its Authorised Persons on a need-to-know and confidential basis.



 


	8.	FEES,
                                         COSTS AND EXPENSES



 


	8.1	The
                                         Purchaser shall be responsible for and pay legal fees of up to US$55,000 plus any outlay
                                         or expenses of Ashurst Hong Kong incurred by the Seller in connection with the negotiation,
                                         preparation and completion of this Deed and the sale and purchase of the Bonds.



 


	8.2	Such
                                         costs and expenses shall be paid to the Seller within 5 business days of the receipt
                                         of such invoice provided by the Seller.



 


	9.	NOTICES



 


	9.1	Notices
                                         or other communications required to be given by any Party pursuant to this Deed may be
                                         delivered personally or sent by registered mail or by facsimile transmission or by email
                                         to the other Parties. The dates on which notices shall be deemed to have been effectively
                                         given shall be determined as follows:



 


		(a)	if
                                         delivered in person or registered mail, at the time of delivery;



 


		(b)	if
                                         by fax, when received in legible form; and



 


		(c)	if
                                         by e-mail, when received in legible form.



 


	9.2	The
                                         contact details of the parties for all notices in connection with this Deed are:



 


		(i)	to
                                         the Issuer, to it at:
	 	 	 
	 	 	Aptorum
Group Limited



 





	 	Address: 	17/F, Guangdong Investment Tower
	 	 	148 Connaught Road Central
	 	 	Hong Kong
	 	 	 
	 	Fax no.: 	(+852) 2850 7286
	 	 	 
	 	Attention:	 Mr. Ian Huen, CEO & Executive Director




 






    - 7 -


     


    

 


		(ii)	to
                                         the Guarantor, to it at:
	 	 	 
	 	 	Jurchen
Investment Corporation



 





	 	Address:	17/F, Guangdong Investment Tower
	 	 	148 Connaught Road Central
	 	 	Hong Kong
	 	 	 
	 	Fax no.: 	(+852) 2850 7286
	 	 	 
	 	Attention: 	Mr. Ian Huen, Director




 


		(iii)	to
                                         the Seller, to it at:
	 	 	 
	 	 	Peace
Range Limited



 





	 	Address: 	811-817, 8/F, Bank of America Tower
	 	 	12 Harcourt Road, Central
	 	 	Hong Kong
	 	 	 
	 	Fax no.: 	(+852) 2117 1410
	 	 	 
	 	Attention: 	Mr. Andy Cheuk / Mr. Philip Wong




 


		(iv)	to
                                         the Purchaser, to it at:
	 	 	 
	 	 	Aptorum
Investment Holding Limited



 





	 	Address: 	17/F, Guangdong Investment Tower
	 	 	148 Connaught Road Central
	 	 	Hong Kong
	 	 	 
	 	Fax no.: 	(+852) 2850 7286
	 	 	 
	 	Attention:	Mr. Ian Huen,
Director




 


	10.	GENERAL



 


	10.1	The
                                         exercise of or failure to exercise any right or remedy in respect of any breach of this
                                         Deed shall not, save as provided herein, constitute a waiver by such Party of any other
                                         right or remedy it may have in respect of that breach.



 


	10.2	Any
                                         right or remedy conferred by this Deed on either Party for breach of this Deed shall
                                         be in addition and without prejudice to all other rights and remedies available to it
                                         in respect of that breach.



 






    - 8 -


     


    

 


	10.3	This
                                         Deed (together with the other documents referred to herein) constitutes the entire agreement
                                         between the Parties with respect to its subject matter (neither Party having relied on
                                         any representation or warranty made by the other Parties which is not contained in this
                                         Deed) and no variation of this Deed shall be effective unless made in writing and signed
                                         by all the Parties.



 


	10.4	If
                                         at any time any provision of this Deed is or becomes illegal, void or unenforceable in
                                         any respect, the remaining provisions hereof shall in no way be affected or impaired
                                         thereby.



 


	10.5	Each
                                         of the Parties agrees to do and execute or procure to be done and executed all such further
                                         acts, deeds, documents and things as may be reasonable and appropriate for such Party
                                         to do or execute or procure to be done in order to give full effect to the terms of this
                                         Deed.



 


	11.	COUNTERPARTS



 


This
Deed may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts
together constitute the same document.


 


	12.	GOVERNING
                                         LAW AND JURISDICTION



 


This
Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in
accordance with Hong Kong laws.


 


	13.	Arbitration



 


	13.1	Any
                                         dispute, controversy, difference or claim arising out of or relating to this Deed, including
                                         the existence, validity, interpretation, performance, breach or termination thereof or
                                         any dispute regarding non-contractual obligations arising out of or relating to it shall
                                         be referred to and finally resolved by arbitration administered by the Hong Kong International
                                         Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration
                                         Rules in force when the Notice of Arbitration is submitted.



 


	13.2	The
                                         law of this arbitration clause shall be Hong Kong law.



 


	13.3	The
                                         seat of arbitration shall be Hong Kong.



 


	13.4	The
                                         number of arbitrators shall be three. The arbitration proceedings shall be conducted
                                         in English.



 


[The
remainder of this page is left blank intentionally]


 






    - 9 -


     


    

 





IN
WITNESS WHEREOF this Deed has been executed and delivered on the day and year first before written.


 


Issuer


 


	EXECUTED
        and DELIVERED as a

                                                                                                 DEED for and on behalf of APTORUM

                                                                                                 GROUP LIMITED by two directors in

                                                                                                 the presence
        of:

         

         

         

         

        ________________________

        Witness

         

        Name:

         

        Address:

         

        Occupation:
	)

    )

    )

    )

    )

    )	 

         

         

         

        ________________________

        Director

        Name:

         

        ________________________

        Director

        Name:

         

         



 


Subscription Agreement – Execution Page


 




     


     


    

 


Guarantor



 


	SIGNED,
    SEALED and DELIVERED as a 

DEED for and on behalf of JURCHEN

 INVESTMENT CORPORATION by its

 duly
    authorised signatory in the presence of:	)

)

)

)	 

         

        ____________________

        Authorised
        signatory

        Name:



 


	______________________

        Witness

         

        Name:

         

        Address:

         

        Occupation:
	 	 

         



 


Subscription
Agreement – Execution Page 


 




     


     


    

 


Seller



 


	SIGNED,
    SEALED and DELIVERED as a 

DEED for and on behalf of PEACE RANGE

 LIMITED by its duly authorised
    signatory in

 the presence of:	)

)

)

)	 

         

        ____________________

        Authorised
        signatory

        Name:



 


	______________________

        Witness

         

        Name:

         

        Address:

         

        Occupation:
	 	 

         






 


Subscription Agreement – Execution Page


 






     


     


    

 





Purchaser


 


	SIGNED,
SEALED and DELIVERED as a 

DEED for and on behalf Aptorum

Investment



        Holding
        Limited by two directors in

 the presence
        of:
	)

)

)

)	 

         

        ____________________

        Director

        Name:

	 	 	 
	 	 	____________________
	 	 	Director





	______________________

        Witness

         

        Name:

         

        Address:

         

        Occupation:
	 	

        

        Name:

         



 


Subscription Agreement – Execution Page