Exhibit 4.2


 


(English
translation)


 


Supplementary
Agreement on Matters Related to Share Subscription


 


This
Supplementary Agreement on Matters Related to Share Subscription (hereinafter referred to as “this Agreement”)
is entered into as of April 23, 2018 (hereinafter referred to as the “Effective Date”) in Beijing by and among:


 


		(1)	Avalon
GloboCare Corp. (hereinafter referred to as “Avalon”), a public company in the U.S. (Stock Code: AVCO) with
its registered address at 83 South Street, Suite 101, Freehold, NJ 07728, the U.S.;



 


		(2)	Avalon
(Shanghai) Healthcare Technology Co., Ltd. (hereinafter referred to as “Avalon Shanghai”), a wholly owned subsidiary
of Avalon incorporated and existing in accordance with the laws of the People’s Republic of China, with its domicile at
No. 90 Luke Road, Pudong New Area, Shanghai;



 


		(3)	Beijing
DOING Biomedical Technology Co., Ltd. (hereinafter referred to as “DOING”), a limited liability company incorporated
and existing in accordance with the laws of the People’s Republic of China, with its domicile at Room 529, 5/F, Building
11, Courtyard No.7, Songyu North Road, Chaoyang District, Beijing;



 


		(4)	LIANG
DARON (hereinafter referred to as the “Nominal Holder”), a U.S. citizen (Passport No. 506245270), with the
permanent address at 37 Latourette Lane, Staten Island, NY10314; and



 


		(5)	Lu
Wenzhao (hereinafter referred to as the “Guarantor”), a U.S. citizen (Passport No. 470492414), with the permanent
address at Room 710, 7/F, Huabin Building, YongAn Dong Li, Chaoyang District, Beijing



 






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The
parties above shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.


 


Whereas,


 


		1.	DOING
                                         and the Guarantor have reached a consensus on their strategic cooperation and signed
                                         a Strategic Cooperation Agreement between Beijing DOING Biomedical Technology Co.,
                                         Ltd. and Lu Wenzhao (hereinafter referred to as the “Strategic Cooperation
                                         Agreement”) on January 22, 2017; and on the same day, the Guarantor issued
                                         a Letter of Commitment, which was replaced by the Guaranty Agreement on
                                         February 25, 2017, and at the same time lost its legal validity;



 


		2.	The
                                         parties and other interested parties separately or jointly signed the Four-Party Agreement
                                         on Share Subscription (hereinafter referred to as the “Four-Party Agreement”),
                                         Entrusted Shareholding Agreement, Guaranty Agreement, Share Subscription
                                         Agreement and Shares Transfer Agreement (hereinafter collectively referred
                                         to as the “Transaction Documents”), agreeing that DOING subscribes
                                         for three million shares of Avalon that are not publicly issued (hereinafter referred
                                         to as the “Avalon Shares”, the actual quantity is subject to adjustment
                                         in accordance with the stipulations in Article 1 herein) at US$ 1 per share, and DOING
                                         entrusts the Nominal Holder with subscription of and hold Avalon Shares in his name on
                                         behalf of DOING; on March 3, 2017, DOING paid an earnest money of RMB 20,640,000 (equivalent
                                         to USD 3 million) (hereinafter referred to as the “Earnest Money”)
                                         to Avalon Shanghai in accordance with the Four-Party Agreement, and a share certificate
                                         of corresponding amount was issued to the Nominal Holder by Avalon on March 27, 2017;
                                         thus the aforementioned share subscription was completed on March 27, 2017 (hereinafter
                                         referred to as the “Completion of Share Subscription”).



 


		3.	According
                                         to the Four-Party Agreement, if DOING fails to complete the filing of outbound
                                         investment with the local Commission of Commerce within one year of the Completion of
                                         Share Subscription, upon request of DOING, the total amount of the earnest money and
                                         20% of the interest on the fund shall be refunded to DOING, and the parties shall restore
                                         to the state before the Four-Party Agreement was signed;



 






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		4.	As
                                         of the Effective Date of this Agreement, DOING is not able to complete the filing of
                                         the outbound investment in Avalon with the local Commission of Commerce for objective
                                         reasons, and the aforementioned one-year period is about to expire;



 


		5.	Based
                                         on the commercial considerations of all parties, the parties agree to enter into this
                                         Agreement to make modifications and supplements to the stipulations in the Transaction
                                         Documents.



 


Terms
not expressly defined herein shall have the meanings defined in the Four-Party Agreement.


 


Therefore,
the parties agree as follows:


 


		1.	Refund
                                         of Partial Earnest Money



 


		1.1	Refund
                                         of Partial Earnest Money and Interest: The parties agree that Avalon Shanghai
                                         shall pay one-third of the earnest money and corresponding interest on the fund calculated
                                         at 20% of the annual interest (collectively referred to as “Partial Earnest
                                         Money and Interest”) in a lump sum to the domestic bank account designated
                                         by DOING within one month from the date when DOING sent a written notice to any of Avalon,
                                         Avalon Shanghai or the Guarantor (that is, March 23, 2018). For the avoidance of doubt,
                                         Partial Earnest Money and Interest shall be equal to the product of: (i) one-third of
                                         the earnest money (RMB 20,640,000) actually paid by DOING to Avalon Shanghai on March
                                         3, 2017, multiplied by (ii) 120%. The parties hereby confirm that the total amount of
                                         the Partial Earnest Money and Interest calculated according to the method above is Renminbi
                                         Eight Million Two Hundred and Fifty-Six Thousand Yuan (RMB 8,256,000)



 






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		1.2	Adjustment
to Avalon Shares: The parties agree and confirm that, on the date when Avalon Shanghai actually pays RMB 8,256,000 to
DOING in accordance with Article 1.1 herein, Avalon Shares shall be decreased by one-third and become 2,000,000 shares. DOING
agrees to, together with the Nominal Holder, cooperate with Avalon to deal with (including but not limited to transfer, repurchase
and cancel or otherwise) the decreased 1,000,000 shares, with the related costs incurred to be borne by Avalon; for the avoidance
of doubt, neither DOING nor the Nominal Holder is obliged to assume any contribution obligations or responsibilities to Avalon
with regard to the aforementioned decreased 1,000,000 shares. Avalon shall complete the relevant procedures such as updating of
the certificate of Avalon Shares, change of the register of shareholders and announcement of listed company within five (5) working
days thereafter.



 


		2.	Term
                                         Extension and Subsequent Arrangement



 


		2.1	Term
                                         Extension: The parties agree to extend the one-year period from the Completion
                                         of Share Subscription as stipulated in the Transaction Documents (from March 27, 2017
                                         to March 26, 2018) until July 31, 2018. DOING promises not to implement any of the stipulations
                                         in this Article 2 during such extended term. Upon expiration of the extended term, unless
                                         it is otherwise agreed by the parties, DOING is entitled to implement any of the stipulations
                                         in Article 2.2 and/or Article 2.3 at any time to choose to transfer all or part of the
                                         remaining Avalon Shares (that is, 2,000,000 shares minus the shares already transferred
                                         under Article 2.2) to the designated Nominal Holder, or choose to request Avalon Shanghai
                                         to refund all or part of the remaining Earnest Money (“Remaining Earnest Money”
                                         refers to the amount of RMB13,760,000 after the Earnest Money is deducted by the Partial
                                         Earnest Money and Interest refunded under Article 1 herein, minus the amounts refunded
                                         under Article 2.2 and Article 2.3) and interest on the corresponding fund. This right
                                         of option should stay effective without any limit of time.



 






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		2.2	Transfer
                                         Shares to Nominal Holder Designated by DOING: Upon expiration of the extended
                                         term, in accordance with Article 2 “Share Transfer/Termination of Shareholding
                                         Entrustment” of the Four-Party Agreement and further consultations of the
                                         parties, DOING is entitled to issue a written notice requesting all or part of the Remaining
                                         Avalon Shares (hereinafter referred to as the “Transferred Shares”) to be
                                         transferred to its designated Nominal Holder, and requiring Avalon Shanghai to cooperate
                                         in refunding the Remaining Earnest Money corresponding to the Transferred Shares, and
                                         DOING will designate another Nominal Holder (hereinafter referred to as the “New
                                         Nominal Holder”) to pay Avalon a subscription price equal to the amount of
                                         the Remaining Earnest Money already refunded by Avalon Shanghai. Upon request of DOING,
                                         the subscription price can be paid in Renminbi to Avalon Shanghai, and Avalon should
                                         issue a written document to DOING to confirm the payment method of such subscription
                                         price. Avalon shall, within five (5) working days after the subscription price is paid,
                                         cancel the Original Nominal Holder Daron Liang as a shareholder and withdraw the certificate
                                         for the Transferred Shares held by him, register the New Nominal Holder as Avalon’s
                                         shareholder and right holder, issue a new certificate for the Transferred Shares to him,
                                         and assist with completion of the shares transfer. When requested by DOING, Avalon and
                                         DOING should cooperate with each other to complete the filing of the outbound investment
                                         with the local Commission of Commerce, including but not limited to assistance in providing
                                         relevant documents and materials and in handling the relevant procedures.



 


2.3  Restoration:
Upon expiration of the extended term, DOING is entitled to choose to request Avalon Shanghai to refund all or part of the Remaining
Earnest Money and corresponding interest on the fund calculated at 20% of the annual interest in a lump sum to the bank account
designated by DOING within five (5) working days from the date when DOING sends a written notice to either Avalon or Avalon Shanghai.
For the avoidance of doubt, the interest on the aforementioned fund shall be calculated from the date when DOING pays the Earnest
Money to Avalon Shanghai pursuant to the Four-Party Agreement (March 3, 2017) until the date when the corresponding Earnest
Money and interest on the fund is actually refunded by Avalon Shanghai.




 






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		3.	Liability
                                         for Breach



 


Any
party failing to perform any of its obligations hereunder or failing to comply with its commitments made herein shall be deemed
a breach of this agreement. In particular, in the event of a breach of payment obligation, the breaching party shall pay to the
non-breaching party, in addition to outstanding payment, liquidated damages at 1‰ per day of the due amount starting from
the due date to the actual payment date. Moreover, if any breach of the breaching party brings about any direct economic losses
to the non-breaching party, payment of the aforementioned liquidated damages shall not affect the breaching party’s obligation
to make full compensation for such losses suffered by the non-breaching party.


 


		4.	Guarantee



 


The
Guarantor hereby agrees and promises that the Guarantor shall make every effort to make the Nominal Holder, Avalon and Avalon
Shanghai properly perform their obligations hereunder, and assume joint and several liabilities for any breach of the parties
above.


 


		5.	Miscellaneous



 


		5.1	Exchange
                                         Rate: The parties agree that the exchange rate of USD against RMB used hereunder
                                         shall adopt the exchange rate announced by China Foreign Exchange Trade System on the
                                         day of payment. Losses resulting from the change of exchange rate shall be borne by the
                                         parties respectively.



 


		5.2	Notice:
                                         The parties agree that notices from any party should be delivered to one or more of the
                                         other parties by e-mail or courier or other means agreed by the parties.



 


		5.3	Confidentiality:
                                         The parties agree to keep the information and matters in relation to this Agreement strictly
                                         confidential and not to disclose to any third party.



 






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		5.4	Validity:
                                         This Agreement shall take effect as of the date when signed by all the parties, which
                                         is legally binding on all the parties. The parties agree that, in the event of any discrepancy
                                         or inconsistency between the Transaction Documents and the Guarantee Agreement,
                                         this Agreement shall prevail. In particular, the effectiveness, modification or performance
                                         of the Strategic Cooperation Agreement between DOING and the Guarantor shall not
                                         affect the validity or performance of any terms herein.



 


		5.5	Governing
                                         Law: This Agreement shall be governed by and interpreted in accordance with the
                                         laws of the People’s Republic of China.



 


		5.6	Dispute
                                         Resolution: All disputes arising out of, or relating to, this Agreement shall
                                         be solved through friendly consultation. If the consultation fails, the dispute should
                                         be submitted, by any party hereto, to Beijing Arbitration Commission and be solved by
                                         arbitration in accordance with the arbitration rules in effect at that time. The arbitration
                                         shall be held in Beijing and Chinese shall be the language used during arbitration. The
                                         award rendered by arbitration shall be final and binding on all the parties. The parties
                                         agree to waive their right to bring an action against the arbitral award.



 


		5.7	Counterparts:
                                         This Agreement is made in quintuplicate in Chinese, each party holding one copy respectively,
                                         with the five counterparts being equally authentic.



 


In
witness whereof, the parties hereto have executed this Agreement the date and year first before written.


 


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text below]


 




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text on this page. It’s the signature page of the Supplementary Agreement on Matters Related to Share Subscription.]


 


Avalon
GloboCare Corp.


 


Signature
of Authorized Representative: /s/David Jin


 




    Signature Page


     


    

 


[No
text on this page. It’s the signature page of the Supplementary Agreement on Matters Related to Share Subscription.]


 


Avalon
(Shanghai) Healthcare Technology Co., Ltd. (Company Seal)


 


Signature
of Legal Representative or Authorized Representative: /s/Meng Li 


 




    Signature Page


     


    

 


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text on this page. It’s the signature page of the Supplementary Agreement on Matters Related to Share Subscription.]


 


Beijing
DOING Biomedical Technology Co., Ltd. (Company Seal)


 


Signature
of Legal Representative or Authorized Representative: /s/Yonghong Tang 


 




    Signature Page


     


    

 


[No
text on this page. It’s the signature page of the Supplementary Agreement on Matters Related to Share Subscription.]


 


Nominal
Holder: LIANG DARON


 


Signature:
/s/Daron Liang


 






    Signature Page


     


    

 


[No
text on this page. It’s the signature page of the Supplementary Agreement on Matters Related to Share Subscription.]


 


Guarantor:
Lu Wenzhao


 


Signature:
/s/ Lu Wenzhao


 






    Signature Page