Exhibit 4.4


 


 


STOCK PURCHASE AGREEMENT


 


BY AND AMONG


 


GLOBAL CORD BLOOD CORPORATION,


 


CELLENKOS HOLDINGS L.P.,


 


CELLENKOS, INC.,


 


THE PAUL BROOKE 2012 FAMILY TRUST


 


AND


 


THE PAUL BROOKE AND KATHLEEN MCCARRAGHER 2012
FAMILY TRUST


 


April 29, 2022


 


 






     


     


    

 


 


TABLE
OF CONTENTS


 


Page


 


	Article 1
    Sale and Purchase of Common Stock	1
	 	 
	Article 2
    PURCHASE PRICE; treatment of company optionS	2
	 	 
	 	2.1 	Purchase
    Price	2
	 	2.2
    	Closing
    Payments and Issuances	2
	 	2.3
    	Treatment
    of Company Options	2
	 	 
	Article 3
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3
	 	 
	Article 4
    REPRESENTATIONS AND WARRANTIES OF EACH SELLER	3
	 	 
	Article 5
    REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER	3
	 	 
	Article 6
    CERTAIN COVENANTS	4
	 	 
	 	6.1	Certain
    Actions to Close Transactions	4
	 	6.2
    	Pre-Closing
    Conduct of Business by Each Seller	4
	 	6.3
    	Pre-Closing
    Conduct of Business by the Company	4
	 	6.4
    	Further
    Assurances	7
	 	6.5
    	Confidentiality
    and Publicity	7
	 	6.6
    	Certain
    Tax Matters	8
	 	6.7 	Releases	9
	 	6.8
    	No
    Shop	9
	 	6.9
    	Certain
    Actions by Buyer Parent and Buyer	10
	 	 
	Article 7
    CLOSING; CLOSING DELIVERIES; TERMINATION	10
	 	 
	 	7.1 	Closing	10
	 	7.2
    	Closing
    Deliveries by Each Seller	11
	 	7.3
    	Closing
    Deliveries by Buyer	11
	 	7.4 	Termination of Agreement	11
	 	7.5 	Effect of Termination	12
	 	 
	Article 8
    CONDITIONS TO OBLIGATIONS TO CLOSE	13
	 	 
	 	8.1
    	Conditions
    to Obligation of Buyer to Close	13
	 	8.2
    	Conditions
    to Obligation of Each Seller to Close	14
	 	 
	Article 9
    NON-SURVIVAL	15
	 	 
	 	9.1 	Non-Survival	15



 



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	Article 10
    CERTAIN GENERAL TERMS AND OTHER AGREEMENTS	15
	 	 
	 	10.1 	Notices	15
	 	10.2 	Expenses	16
	 	10.3
    	Interpretation;
    Construction	16
	 	10.4
    	Parties
    in Interest; Third-Party Beneficiaries	17
	 	10.5
    	Governing
    Law, Jurisdiction, Venue	17
	 	10.6
    	Entire
    Agreement; Amendment; Waiver	17
	 	10.7
    	Assignment;
    Binding Effect	18
	 	10.8
    	Severability;
    Blue-Pencil	18
	 	10.9 	Counterparts	18
	 	10.10
    	Specific
    Performance	18
	 	 
	Article 11
    CERTAIN DEFINITIONS	19
	 	 
	SCHEDULE
    1 Particulars	Schedule 1
	 	 
	SCHEDULE
    2 REPRESENTATIONS AND WARRANTIES OF COMPANY	Schedule 2 
	 	 
	SCHEDULE
    3 REPRESENTATIONS AND WARRANTIES OF each SELLER	Schedule 3
	 	 
	SCHEDULE
    4 REPRESENTATIONS AND WARRANTIES OF BUYER parent and buyer	Schedule 4
	 	 
	SCHEDULE
    5 REGISTRATION RIGHTS	Schedule 5




 






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STOCK PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of April 29, 2022 by
and among Global Cord Blood Corporation, a Cayman Islands exempted company (“Buyer Parent”), Cellenkos Holdings L.P.
(“Buyer”), Cellenkos, Inc., a Delaware corporation (the “Company”), The Paul Brooke 2012 Family
Trust and The Paul Brooke and Kathleen McCarragher 2012 Family Trust (together with The Paul Brooke 2012 Family Trust, “Sellers”,
and each, a “Seller”).


 


Recitals


 


A.            Each
Seller owns as of the date hereof a number of Common Stock as set forth under its name in Schedule 1.


 


B.            Each
Seller intends to sell to Buyer, and Buyer intends to purchase from each Seller, all of the Common Stock owned by such Seller as of the
Closing Date (the “Sale Stock” of each Seller).


 





C.            Prior
to or contemporaneously with the Parties’ execution and delivery of this Agreement, Dr. Parmar and Jackie Leong (each a “Key
Employee”) have each entered into new employment agreements with Buyer and/or the Company, as the case may be, effective upon
Closing (each such agreement, an “Employment Agreement”).


 


D.            Contemporaneously
with the Parties’ execution and delivery of this Agreement, each Seller has executed and delivered to Buyer Parent that certain
Lock-up Letter (the “Lock-up Letter”).


 


E.            On
or about the date hereof, certain other shareholders of the Company are entering into certain other share purchase agreements with Buyer
Parent and/or Buyer in relation to the sale and purchase of Common Stock owned by such other shareholders (the “Other SPAs”).


 


Agreement


 


In consideration of the foregoing and the representations,
warranties, covenants and agreements in this Agreement, each Party hereby agrees as follows:


 


Article 1


 


Sale
and Purchase of Common Stock


 


Upon and subject to the terms
herein, at Closing, each Seller will sell, assign and transfer to Buyer, and Buyer will purchase from such Seller, all of the Sale Stock
of such Seller, free and clear of all Encumbrances (other than restrictions imposed by securities laws applicable to securities generally).


 






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Article 2


 


PURCHASE
PRICE; treatment of company optionS


 


2.1            Purchase
Price. Upon and subject to the terms herein, Buyer will issue to each Seller the Closing
Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock of such Seller.


 


2.2            Closing
Payments and Issuances. Upon and subject
to the terms herein, at Closing, Buyer will issue and deliver to each Seller, in such Seller’s name, in book entry, the Closing
Equity Consideration of such Seller set forth in Schedule 1 attached hereto, free and clear of all Encumbrances (other than those
arising under securities laws and pursuant to the Lock-up Letter and the Limited Partnership Agreement).


 


2.3            Treatment
of Company Options.


 


(a)            At
Closing, by virtue of the transactions contemplated herein and without any action on the part of the holder of a Company Option:


 


		(i)	each
                                            unvested Company Option that is outstanding as of the Closing Date shall accelerate and vest
                                            in full;



 


		(ii)	after
                                            giving effect to Section 2.3(a)(i) above, each Company Option that is outstanding
                                            and unexercised as of the Closing Date, shall be assumed by Buyer Parent and automatically
                                            converted into an option to acquire Buyer Parent Ordinary Shares (each, an “Assumed
                                            Option”) under the Replacement Option Plan equal to the product of (A) the
                                            number of shares of Class B Common Stock that were subject to the corresponding Company
                                            Option immediately prior to Closing, multiplied by 8.1456 (subject to prorated adjustment
                                            in case of any declaration or payment of a dividend on outstanding Buyer Parent Ordinary
                                            Shares in Buyer Parent Ordinary Shares or distribution to all holders of outstanding Buyer
                                            Parent Ordinary Shares in Buyer Parent Ordinary Shares, or a split or subdivision of all
                                            outstanding Buyer Parent Ordinary Shares or a reverse stock split or combination of all outstanding
                                            Buyer Parent Ordinary Shares into a smaller number of Buyer Parent Ordinary Shares, in each
                                            case prior to the Closing (“Prorated Adjustment”)), with an exercise price
                                            per Buyer Parent Ordinary Share subject to the Assumed Option equal to the exercise price
                                            per share of Class B Common Stock for which the corresponding Company Option was exercisable
                                            immediately prior to Closing divided by 8.1456 (subject to Prorated Adjustment), and rounded
                                            up to the nearest whole cent. As of immediately prior to Closing, each Company Option shall
                                            be automatically terminated and cancelled and shall no longer be outstanding, and each holder
                                            of such Company Option shall cease to have any rights with respect thereto, except the right
                                            to receive the Assumed Option contemplated by this Section 2.3;






 






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		(iii)	the
                                            exchange of Company Options for corresponding Assumed Options is intended to satisfy the
                                            requirements of Treasury Regulations Section 1.424-1 and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D),
                                            in each case, to the extent applicable;



 


		(iv)	each
                                            Assumed Option shall be subject to the terms and conditions as to exercisability and forfeiture
                                            as the corresponding Company Option as in effect on the date of this Agreement, as amended
                                            or superseded by the applicable lock-up letter delivered by the holder of such Company Option
                                            to Buyer Parent on or prior to Closing; and



 


		(v)	prior
                                            to the Closing, the Company shall take all necessary or appropriate actions to authorize
                                            and implement the transactions set forth in this Section 2.3 relating to the
                                            treatment of the Company Options.



 


Article 3


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except as disclosed in the
Company Disclosure Letter, the Company hereby represents and warrants to Buyer Parent and Buyer that each of the representations and
warranties set forth in Schedule 2 is true and correct as of the date of this Agreement and as of the Closing Date (except for
any such representation and warranty that is expressly stated to be as of a specific date, in which case as of such specific date).


 


Article 4


 


REPRESENTATIONS
AND WARRANTIES OF EACH SELLER


 


Each Seller hereby, severally
and jointly with other Sellers, represents and warrants to Buyer Parent and Buyer that each of the representations and warranties set
forth in Schedule 3 is true and correct as of the date of this Agreement and as of the Closing Date (except for any such representation
and warranty that is expressly stated to be as of a specific date, in which case as of such specific date).


 


Article 5


 


REPRESENTATIONS
AND WARRANTIES OF BUYER PARENT AND BUYER


 


Buyer Parent and Buyer
hereby severally and jointly represent and warrant to each Seller that each of the representations and warranties set forth in Schedule
4 is true and correct as of the date of this Agreement and as of the Closing Date (except for any such representation and
warranty that is expressly stated to be as of a specific date, in which case as of such specific date).


 






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Article 6


 


CERTAIN
COVENANTS


 


6.1            Certain
Actions to Close Transactions. Subject to
the terms of this Agreement, each Party will use its reasonable best efforts to fulfill, and to cause to be satisfied, the conditions
in Article 8 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated
herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing.


 


6.2            Pre-Closing
Conduct of Business by Each Seller. Prior to the Closing, each Seller will not sell, assign,
transfer, or grant any rights with respect to the Sale Stock, except pursuant to the Transaction Documents.


 


6.3            Pre-Closing
Conduct of Business by the Company.


 


(a)            Prior
to the Closing, the Company will use its commercially reasonable efforts to (i) conduct its businesses in the Ordinary Course of
Business, (ii) preserve the present business operations, organization and goodwill of the Company, (iii) keep available the
services of its officers and key employees, and (iv) maintain existing relationships with material suppliers, customers, distributors,
marketers, and others having material business relationships with it, and will not, except with the prior written consent of Buyer or
Buyer Parent (which consent shall not be unreasonably withheld, conditioned or delayed):


 





		(i)	(A) issue
                                            any Common Stock or other security of the Company or right (including any option, warrant,
                                            put or call) to any such Common Stock or other security of the Company (other than in connection
                                            with any exercise of warrants convertible into Common Stock existing as of the date hereof),
                                            (B) declare, set aside or pay any dividend on, or make any other distribution in respect
                                            of, any of its equity interests or other securities, (C) split, combine or reclassify
                                            any of its equity interests or issue or authorize the issuance of any other security in respect
                                            of, in lieu of or in substitution for any of its equity interests or other securities or
                                            make any other change to its capital structure (other than in connection with any exercise
                                            of warrants convertible into Common Stock existing as of the date hereof) or (D) purchase,
                                            redeem or otherwise acquire any Common Stock or any other security of the Company or any
                                            right, warrant or option to acquire any such equity interest or other security;



 


		(ii)	(A) make
                                            any sale, lease to any other Person, license to any other Person or other disposition of
                                            any asset (other than (x) sale, lease or license or other disposition with respect to
                                            assets with a value of less than $1,000,000 in the aggregate, or (y) otherwise in its
                                            Ordinary Course of Business), (B) make any capital expenditure or purchase or otherwise
                                            acquire any asset (other than purchases of inventory in its Ordinary Course of Business and
                                            capital expenditures that do not exceed $1,000,000 (individually or in the aggregate)), license
                                            any material intangible asset from any other Person (other than non-exclusive licenses in
                                            its Ordinary Course of Business), lease any real property from any other Person or lease
                                            any tangible personal property from any other Person (other than leases of tangible personal
                                            property in its Ordinary Course of Business under which the payments do not exceed $1,000,000
                                            (individually or in the aggregate) annually), (C) acquire by merging with, or by purchasing
                                            a substantial portion of the stock or assets of, or by any other manner, any business or
                                            any Person or division thereof, or (D) adopt a plan of liquidation, dissolution, merger,
                                            consolidation, statutory share exchange, restructuring, recapitalization or reorganization;



 






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		(iii)	grant
                                            or have come into existence any Encumbrance on any material asset of the Company, other than
                                            any Permitted Encumbrance;



 


		(iv)	(A) become
                                            a guarantor with respect to any obligation of any other Person, (B) assume or otherwise
                                            become obligated for any obligation of any other Person for borrowed money, or (C) agree
                                            to maintain the financial condition of any other Person;



 


		(v)	(A) incur
                                            any Indebtedness for borrowed money, (B) make any loan, advance or capital contribution
                                            to, or investment in the equity or debt securities of, any other Person or (C) make
                                            or pledge to make any charitable or other capital contribution;



 


		(vi)	(A) enter
                                            into any Contract that if entered prior to the date hereof would be a Major Contract, or
                                            amend or terminate any Major Contract in any respect that is material and adverse to the
                                            Company, or (B) waive, release or assign any material right or claim under any Contract,
                                            other than, in each case of (A) and (B), any termination or renewal in accordance with
                                            the terms of any existing Major Contract that occurs automatically without any action by
                                            the Company, as may be reasonably necessary to comply with the terms of this Agreement, or
                                            as a result of the transactions contemplated by this Agreement and the Other SPAs (whether
                                            individually or in the aggregate);



 


		(vii)	(A) fail
                                            to prepare and file all material Tax Returns with respect to the Company that are required
                                            to be filed before Closing or timely pay any Taxes when due and payable, (B) file any
                                            amended Tax Return, (C) make, change or revoke any material election with respect to
                                            Taxes, (D) settle or compromise any material Tax Liability, (E) enter into any
                                            Tax sharing, closing or similar agreement (other than any customary commercial contract entered
                                            into the Ordinary Course of Business, the principal purpose of which does not relate to Taxes),
                                            (F) surrender any right to claim a material refund of Taxes, (G) waive any statute
                                            of limitations regarding any Tax, (H) agree to any extension of time regarding the assessment
                                            of any Tax deficiency, (I) request any Tax ruling or (J) incur any material Liability
                                            for Taxes outside the Ordinary Course of Business;



 






    5


     


    

 


		(viii)	(A) adopt
                                            or change (or make a request to any Tax authority to change) any accounting method or principle
                                            used by the Company in any material respect, except as required under GAAP or the Code or
                                            (B) change any annual accounting period;






 


		(ix)	except
                                            for changes in its Ordinary Course of Business that, in the aggregate, do not result in a
                                            material increase of benefits or compensation expense to the Company relative to the level
                                            in effect before such changes and except as required by Applicable Law, (A) adopt, enter
                                            into, amend or terminate any Company Plan, (B) enter into or amend any employment arrangement
                                            or relationship with any new or existing employee that has the legal effect of any relationship
                                            other than at-will employment, (C) increase any compensation (base or variable opportunity)
                                            or benefits of any director, manager, officer, employee or independent contractor or pay
                                            any benefit to any director, officer, employee or independent contractor, other than as required
                                            pursuant to the terms and conditions of an existing Company Plan, as in effect on the date
                                            hereof, (D) grant any equity award to any director, officer, employee or independent
                                            contractor under any Company Plan (including the removal of any existing restriction in any
                                            Company Plan or award made thereunder), (E) enter into or materially amend any collective
                                            bargaining agreement or (F) take any action to segregate any asset for, or in any other
                                            way secure, the payment of any compensation or benefit to any employee;



 


		(x)	amend
                                            or change, or authorize any amendment or change to, any of its Organizational Documents;



 


		(xi)	except
                                            in its Ordinary Course of Business, (A) pay, discharge, settle or satisfy any material
                                            claim, obligation or other Liability or (B) otherwise waive, release, grant, assign,
                                            transfer, license or permit to lapse any material right; or



 


		(xii)	enter
                                            into any Contract to do any of the foregoing actions set forth in this Section 6.3(a).



 


(b)            Notwithstanding
anything herein to the contrary, nothing herein shall prevent the Company from taking any action (i) set forth in Section 6.3
of the Company Disclosure Letter or as expressly required or expressly permitted hereby or by the other Transaction Documents,
(ii) as required by Applicable Law, (iii) as required to perform any legally binding obligations undertaken bona fide
pursuant to any Contract entered into prior to the date of this Agreement, or (iv) reasonably undertaken by the Company in
response to a material change in market conditions or a material change in the performance of the business of the Company, which
change is reasonably attributable to the impact of the escalation of COVID-19 or the outbreak of any other pandemic or material
public health event or any material political event or social disturbance; provided, that in case of the foregoing (iv), the Company
shall inform Buyer Parent in writing prior to taking any such action.


 






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6.4            Further
Assurances. If any further action is necessary
or reasonably desirable to carry out any purpose of this Agreement, then each Party will use commercially reasonable efforts to take
such further action (including the execution and delivery of further documents) as any other Party reasonably requests to carry out such
purpose. The foregoing will be at the expense of such requesting Party, except to the extent this Agreement otherwise allocates such
expense or obligation to the other Party.


 


6.5            Confidentiality
and Publicity.


 


(a)            Confidentiality
Agreement. Subject to the other terms of this Section 6.5, the Confidentiality Agreement between Buyer Parent and the
Company, dated July 12, 2021 (the “Confidentiality Agreement”) will remain in full force and effect pursuant
to its terms up to Closing, and at Closing shall automatically terminate (and from and after Closing shall be of no further force or
effect).


 


(b)            Publicity.
Except as may be required to comply with Applicable Law, the rules of any stock exchange and the filing of periodic reports with
the SEC or any other Governmental Authority, each Party will not, and each Party will cause each of its Affiliates not to, make any public
release or announcement regarding this Agreement or any of the transactions contemplated herein without the prior written consent of
the other Parties (such consent not to be unreasonably withheld). Notwithstanding anything in this Agreement to the contrary, any Party
may make any public release or announcement and make such filings as required by Applicable Law, rules of any stock exchange and
the filing of periodic reports filed with the SEC or any other Governmental Authority; provided that such Party will (i) use reasonable
efforts to advise the other Parties of such disclosure in advance of such disclosure to the extent it is reasonably practicable and (ii) consult
with the other Parties with respect to the content of such disclosure.


 





(c)            Confidential
Information of the Company; Confidential Communications. At all times after Closing, each Seller will, and will cause its Affiliates
to, keep confidential, not disclose and not use any confidential information of the Company that is known to such Seller and its Affiliates
as of the Closing, other than in connection with a dispute between the Parties (but in such a dispute only to the extent reasonably necessary
for such Seller to conduct such dispute).


 


(d)            Certain
Permitted Disclosures. Notwithstanding the foregoing, nothing in this Section 6.5 prohibits any of the following:


 


		(i)	a
                                            Party or any of its Affiliates disclosing any information to the extent required under Applicable
                                            Law; provided, however, that if a Party or any of such Party’s Affiliates is so required
                                            to disclose any information that otherwise would be prohibited in the absence of this Section 6.5(d)(i),
                                            then (A) such Party first will provide to Buyer or Buyer Parent (with respect to any
                                            Seller) or each Seller (with respect to Buyer or Buyer Parent) prompt written notice thereof
                                            and cooperate (and cause such Affiliate to cooperate) with such other Party, to the extent
                                            such other Party reasonably and promptly requests, so that such other Party may seek a protective
                                            order or other appropriate remedy or waive compliance with the terms of this Agreement (subject,
                                            in each case, to legal requirements to the contrary) and (B) if such protective order
                                            or other remedy is not obtained, or if Buyer or Buyer Parent (with respect to its information)
                                            or any Seller (with respect to its information) waives compliance with the terms of this
                                            Agreement, then such Party will (and will cause such Affiliate, as applicable, to) disclose
                                            only the portion of such information that is required to be so disclosed, and such Party
                                            will (and will cause such Affiliate, as applicable, to) use its commercially reasonable efforts,
                                            at the expense of such Party, to obtain reasonable assurance that confidential treatment
                                            will be given to such information; or



 






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		(ii)	a
                                            Party or any of its Affiliates making a statement or disclosure to (A) such Party’s
                                            (or any of its Affiliate’s) legal, accounting or financial advisers to the extent reasonably
                                            necessary for any such adviser to perform its legal, accounting or financial services, respectively,
                                            for such Party or such an Affiliate, including in connection with a dispute between the Parties
                                            (or such Affiliate), or (B) any lender or investor or prospective lender or investor
                                            of such Party (or such Affiliate) to the extent reasonably required as part of such lending
                                            or investing relationship; provided, however, that such Party will cause each Person to whom
                                            such statement or disclosure is made under this Section 6.5(d)(ii) to keep
                                            confidential and not disclose to any other Person any information in such statement or disclosure
                                            and will be responsible for any breach of confidentiality by such Person unless such Person
                                            has entered into a confidentiality agreement directly with the other Parties other than the
                                            disclosing Party.



 


6.6            Certain
Tax Matters.


 


(a)            Tax-Sharing
Agreements. The Company will terminate all Tax-sharing agreements and similar arrangements (other than any customary commercial contract
entered into in the Ordinary Course of Business, the principal purpose of which does not relate to Taxes), formal or informal, express
or implied, with respect to the Company before or as of the Closing Date and Buyer will have no Liability thereunder for any and all
amounts due in respect of periods prior to the Closing.


 


(b)            Cooperation.
The Parties will, and will each cause their Affiliates to, provide to the other such cooperation and information, as and to the extent
reasonably requested by the other, in connection with the filing of Tax Returns, determining Liability for Taxes, any audit or other
proceeding with respect to Taxes and the exercise of their rights and obligations under this Section 6.6. The Party requesting
such cooperation will pay the reasonable out-of-pocket expenses of the other Party.


 


(c)            Restructuring.
To the extent that any Seller is an Individual, such Seller hereby agrees to identify its status as an Individual to Buyer Parent in
writing and agrees to transfer, at its own expense, its interest in Buyer to another entity treated as a partnership for U.S. federal
Income Tax purposes set up in a form reasonably acceptable to Buyer Parent if Buyer Parent reasonably determines that such transfer is
necessary or desirable (after reasonable consultation with Seller). Such Seller hereby irrevocably grants Buyer Parent a power of attorney
(which power of attorney is coupled with an interest) with full power of substitution to execute all documents necessary to effect such
transfer. Such Seller and Buyer Parent agree to use commercially reasonable efforts to make necessary changes to the Limited Partnership
Agreement to reflect such transfer.


 






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(d)            Intended
Tax Treatment. For U.S. federal, and if applicable, state and local Tax purposes, the Parties agree to treat the exchange of the
Sale Stock for the Closing Equity Consideration pursuant to this Agreement as a contribution that is described under Section 721(a) of
the Code (such treatment, the “Intended Tax Treatment”). The Parties shall (and shall cause their respective Affiliates
to) (i) prepare and file all Tax Returns in a manner consistent with the Intended Tax Treatment, (ii) promptly notify Buyer
GP in case of a challenge to such treatment (and reasonably cooperate with each other to defend such treatment) and (iii) use good
faith efforts to defend such treatment in any audit or other proceeding relating to Taxes (and shall not take any position that is inconsistent
therewith), unless otherwise required by Applicable Law or a final determination under Section 1313 of the Code.


 


6.7            Releases.
Effective upon Closing, each Seller, on behalf of it and its Affiliates, and each such Seller’s and each such Affiliate’s
successors and assigns, hereby irrevocably and unconditionally waives, releases and forever discharges the Company and its directors,
governors, managers, officers, employees, owners, successors and assigns from any and all rights, claims, debts, causes of action, Proceedings,
obligations, Losses and other Liabilities of any nature or kind, whether direct or indirect, known or unknown, matured or contingent,
accrued or unaccrued, liquidated or unliquidated or due or to become due, including for direct, indirect, compensatory, special, incidental
or punitive damages, equitable relief or otherwise, and whether arising in Applicable Law, in equity or otherwise, based upon facts,
circumstances, acts or omissions existing or occurring at or prior to Closing; provided, however, that the foregoing release in this
Section 6.7 does not release any claim of any Seller against Buyer Parent or Buyer for any breach by Buyer Parent or Buyer
of this Agreement.


 


6.8            No
Shop.


 


(a)            Subject
to Section 6.8(b), from the date hereof until the Closing Date,


 


		(i)	Each
                                            Seller will not, and such Seller will cause each of its Affiliates and other representatives
                                            or agents not to, directly or indirectly, solicit, initiate, seek or encourage any inquiry,
                                            proposal or offer from, furnish any information to or participate in any discussion or negotiation
                                            with any Person (other than Buyer Parent, Buyer or any Person on Buyer Parent or Buyer’s
                                            behalf) regarding any acquisition of the Company’s equity interests held by such Seller.
                                            Each Seller will, and will cause each of its Affiliates and other representatives or agents
                                            to immediately terminate all such discussions or negotiations that may be in progress on
                                            the date hereof; and



 


		(ii)	the
                                            Company will not, and the Company will cause each representative or agent of the Company
                                            not to, directly or indirectly, solicit, initiate, seek or encourage any inquiry, proposal
                                            or offer from, furnish any information to or participate in any discussion or negotiation
                                            with any Person (other than Buyer Parent, Buyer or any Person on Buyer Parent or Buyer’s
                                            behalf) regarding any acquisition of the Company’s equity interests, assets or business,
                                            in whole or in part (by purchase, merger, tender offer, statutory share exchange, joint venture
                                            or otherwise). The Company will, and will cause each representative or agent of the Company
                                            to immediately terminate all such discussions or negotiations that may be in progress on
                                            the date hereof.



 






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(b)            Notwithstanding
Section 6.8(a), each Seller, the Company and their respective Affiliates, representatives and agents shall be permitted to
solicit inquiries from, furnish information to, and participate in discussion or negotiation with, any other shareholder of the Company
or such shareholder’s Affiliates, in each case in connection with the transactions contemplated hereby or by the other Transaction
Documents or as may be required under the Existing Stockholder Agreement, the Organizational Documents of the Company or Applicable Laws.


 


6.9            Certain
Actions by Buyer Parent and Buyer.


 


(a)            Effective
as of the Closing Date, Buyer Parent shall assume the Company 2016 Stock Option Plan (the “Replacement Option Plan”)
and the Assumed Options shall remain subject to such Replacement Option Plan, as amended to replace the shares of Class B Common
Stock with Buyer Parent Ordinary Shares. As soon as practicable after the Closing Date, Buyer Parent shall file an effective registration
statement on Form S-8 with respect to the Buyer Parent Ordinary Shares issuable under the Replacement Option Plan.


 


(b)            Buyer
Parent agrees that, from and after the Closing, each Seller (and its permitted assignees) shall be entitled to the rights as set forth
in Schedule 5 hereto.


 


Article 7





 


CLOSING;
CLOSING DELIVERIES; TERMINATION


 


7.1            Closing.
Subject to any earlier termination hereof, closing of the transactions contemplated herein (“Closing”) will
take place remotely via electronic exchange of required Closing documentation on or before the tenth Business Day after the satisfaction
or waiver of all conditions to the obligations of the Parties to consummate such transactions (other than conditions that by their nature
are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) or such other date or time as
Buyer and each Seller determine (the actual date Closing occurs being the “Closing Date”). All actions to be taken
and all documents to be executed or delivered at Closing will be deemed to have been taken, executed and delivered simultaneously, and
no action will be deemed taken and no document will be deemed executed or delivered until all have been taken, delivered and executed,
except in each case to the extent otherwise stated in this Agreement or any such other document.


  






    10


     


    

 


7.2            Closing
Deliveries by Each Seller. At Closing, each
Seller will deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following:


 


(a)            assignment
of the Sale Stock of such Seller, dated the Closing Date and executed by such Seller in a form suitable for transferring such Sale Stock
to Buyer in the records of the Company, together with the stock certificate(s) representing such Sale Stock (if any);


 


(b)            a
certified true copy of the duly executed resolutions of the board of directors of the Company (i) authorizing the Company’s
entry into and delivery of, and performance of its obligations under, the Transaction Documents to which the Company is a party, and
(ii) evidencing (x) appointment of directors designated by Buyer GP in writing to each Seller at least ten (10) Business
Days prior to Closing to the board of directors of the Company and (y) resignation of all directors at office immediately prior
to the Closing from the board of directors of the Company, each effective from the Closing Date;


 


(c)            such
Seller’s duly executed signature page to the Limited Partnership Agreement; and


 


(d)            all
statutory and other books and records (whether stored electronically or otherwise) relating to the business of the Company prepared in
a manner consistent with past practice and duly written up to immediately before Closing and which are not in the possession of the Company.


 


7.3            Closing
Deliveries by Buyer. At Closing, Buyer will
deliver, or cause to be delivered, the following:


 


(a)            a
copy of the register of partnership interest of the Buyer duly certified by an authorized director or officer of Buyer GP, dated as of
the Closing Date, evidencing that the Closing Equity Consideration has been issued pursuant to Section 2.2; and


 


(b)            Buyer
Parent’s and Buyer GP’s duly executed signature pages to the Limited Partnership Agreement.


 


7.4            Termination
of Agreement. This Agreement may be terminated
before Closing as follows:


 


(a)            by
mutual written consent of Buyer and each Seller;


 


(b)            by
any of Buyer and Sellers, if Closing has not occurred on or before the sixtieth (60th) day after the date of this Agreement (the “Outside
Date”);


 


(c)            by
Buyer, if there has been a breach by any Seller or the Company of any representation, warranty, covenant or agreement set forth in this
Agreement, which breach would result in any condition in Section 8.1 not being satisfied and such breach is not curable prior
to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) fifteen days after the
receipt of notice thereof by Buyer to such Seller, and (ii) three (3) Business Days before the Outside Date; or


 


(d)            by
any Seller, if there has been a breach by Buyer or Buyer Parent of any representation, warranty, covenant or agreement set forth in this
Agreement, which breach would result in any condition in Section 8.2 not being satisfied and such breach is not curable prior
to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) fifteen days after the
receipt of notice thereof by such Seller to Buyer, and (ii) three (3) Business Days before the Outside Date.


 









    11


     


    

 


A termination of this Agreement under any of
the preceding Sections 7.4(b) through 7.4(d) will be effective one Business Day after the Party seeking termination
gives to the other Party written notice of such termination. Notwithstanding any term in this Section 7.4, none of Buyer
and Sellers will have the right to terminate this Agreement (except by mutual written consent pursuant to Section 7.4(a))
if the failure for the Closing to occur on or prior to the Outside Date or the failure to satisfy any condition to Closing or consummate
the transactions contemplated herein resulted in any material respect from the breach by Buyer or Buyer Parent (if Buyer is the Party
seeking to terminate this Agreement) or by any Seller or the Company (if such Seller is the Party seeking to terminate this Agreement)
of any of its representations, warranties, covenants or agreements herein.


 


7.5            Effect
of Termination. If this Agreement is terminated
pursuant to Section 7.4, then this Agreement will be of no further force or effect, except for the terms of Section 6.5
(entitled, “Confidentiality and Publicity”), Section 10.2 (entitled, “Expenses”), Section 10.5
(entitled, “Governing Law, Jurisdiction, Venue”), and this Section 7.5. Upon any termination pursuant to
Section 7.4, no Party will have any further obligation or other Liability hereunder, except pursuant to a Section listed
in the immediately preceding sentence, or for any Party’s pre-termination fraud, intentional misrepresentation, criminal violation,
or intentional breach. Notwithstanding any provision herein or in any other Transaction Document to the contrary, (a) the right
to terminate this Agreement pursuant to Section 7.4 and, prior to the termination of this Agreement, the right to seek specific
performance of this Agreement pursuant to the terms of ‎Section 10.10 shall be the sole and exclusive remedy of Buyer
Parent and Buyer against each Seller, the Company and their respective former, current or future representatives, stockholders or Affiliates
arising out of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby, and none of Sellers,
the Company, any of their respective former, current or future representatives, stockholders and Affiliates shall have any further Liability
relating to, arising out of or with respect to this Agreement, any Transaction Document or any transaction contemplated hereunder or
thereunder, and (b) the right to terminate this Agreement pursuant to Section 7.4, and prior to the termination of this
Agreement, the right to seek specific performance of this Agreement pursuant to the terms of ‎ Section 10.10 shall
be the sole and exclusive remedy of each Seller and the Company against Buyer Parent, Buyer and any of their respective former, current
or future representatives, stockholders or Affiliates arising out of this Agreement and the other Transaction Documents and the transactions
contemplated hereby or thereby, and neither Buyer Parent nor Buyer or any of their respective former, current or future representatives,
stockholders or Affiliates shall have any further Liability relating to, arising out of or with respect to this Agreement, any Transaction
Document or any transaction contemplated hereunder or thereunder, in each case of (a) and (b), except for Liability for any Party’s
pre-termination fraud, intentional misrepresentation, criminal violation, or intentional breach.


 






    12


     


    

 



 


Article 8


 


CONDITIONS
TO OBLIGATIONS TO CLOSE


 


8.1          Conditions
to Obligation of Buyer to Close. The obligation
of Buyer to effect the Closing is subject to the satisfaction at or before Closing of all of the following conditions, any one or more
of which may be waived by Buyer, in Buyer’s sole discretion:


 


(a)            Accuracy
of Representations and Warranties. Each representation and warranty of the Company and each Seller in Schedule 2 and Schedule
3 will have been true and correct in all respects as of the date of this Agreement and will be true and correct in all respects as
of the Closing Date as if made on the Closing Date (or, in each case, if any such representation and warranty is expressly stated to
have been made as of a specific date, then, for such representation and warranty, as of such specific date), except where the failure
to be so true and correct has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect in respect of the Company or any Seller; provided, however, that each representation and warranty of the Company in Sections
1, 2 and 3 of Schedule 2 and of each Seller in Sections 1, 2 and 3 of Schedule 3
will have been true and correct in all respects as of the date of this Agreement and will be true and correct in all but de minimis respects
as of the Closing Date as if made on the Closing Date. Solely for purposes of this Section 8.1(a), any representation or
warranty of the Company or each Seller in Schedule 2 and Schedule 3 (other than representations and warranties of the Company
in Sections 1, 2 and 3 of Schedule 2 and of each Seller in Sections 1, 2 and 3 of Schedule
3) that is qualified by any Materiality Qualifier will be read as if each such Materiality Qualifier were not present.


 


(b)            Observance
and Performance. The Company and each Seller will have performed and complied with, in all material respects, all covenants and agreements
required by this Agreement to be performed and complied with by the Company or such Seller on or before the Closing Date.


 


(c)            Officer’s
Certificates. Each Seller will have delivered to Buyer and Buyer Parent a certificate duly executed by an authorized officer of such
Seller, and the Company will have delivered to Buyer and Buyer Parent a certificate duly executed by an authorized officer of the Company,
each dated the Closing Date and certifying as to the items concerning such Seller or the Company, respectively and as applicable, as
set forth in Sections 8.1(a) and 8.1(b) in a form reasonably satisfactory to Buyer.


 


(d)            Waivers
of Rights of First Refusal. Any rights of first refusal or co-sale rights or transfer restrictions in connection with the acquisition
of the Sale Stock from any Seller, including under the Existing Stockholder Agreement, shall have been waived and not modified or revoked.


 


(e)            Employment
Agreements. No Key Employee will have repudiated his or her Employment Agreement, and Tara Sadeghi shall not have terminated her
employment with the Company (other than due to death or disability).


 


(f)            Assignment
of Domain Names. Dr. Parmar will have assigned the domain names cellenkosinc.com and cellenkostherapeutics.com to the Company.


 






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(g)            No
Legal Actions. There will not be any Applicable Law or Order that restrains, prohibits, enjoins or otherwise inhibits (whether temporarily,
preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated or entered
into after the date hereof.


 


(h)            No
Material Adverse Effect with Respect to the Company. Since the date hereof, there shall not have occurred any event or condition
that has had a Material Adverse Effect with respect to the Company and is continuing.


 


8.2          Conditions
to Obligation of Each Seller to Close. The
obligation of each Seller to effect the Closing is subject to the satisfaction at or before Closing of all of the following conditions,
any one or more of which may be waived by such Seller, in such Seller’s sole discretion:


 


(a)            Accuracy
of Representations and Warranties. Each representation and warranty of Buyer Parent and Buyer in Schedule 4 will have been
true and correct in all respects as of the date of this Agreement and will be true and correct in all respects as of the Closing Date
as if made on the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of
a specific date, then, for such representation and warranty, as of such specific date), except where the failure to be so true and correct
has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Buyer
Parent or Buyer; provided, however, that each representation and warranty of Buyer Parent or Buyer in Sections 1, 3, 4
and 6 of Schedule 4 will have been true and correct in all respects as of the date of this Agreement and will be true
and correct in all but de minimis respects as of the Closing Date as if made on the Closing Date. Solely for purposes of this Section 8.2(a),
any representation or warranty of Buyer Parent or Buyer in Schedule 4 (other than representations and warranties of Buyer Parent
or Buyer in Sections 1, 3, 4 and 6 of Schedule 4) that is qualified by any Materiality Qualifier will
be read as if each such Materiality Qualifier were not present.


 


(b)            Observance
and Performance. Buyer Parent and Buyer will have performed and complied with, in all material respects, all covenants and agreements
required by this Agreement to be performed and complied with by Buyer Parent or Buyer, as applicable, on or before the Closing Date.


 


(c)            Officer’s
Certificate. Buyer Parent and Buyer will have delivered to such Seller a certificate duly executed by an authorized officer of Buyer
Parent and an authorized officer of Buyer, dated the Closing Date, certifying the items in Sections 8.2(a) and 8.2(b) in
a form reasonably satisfactory to such Seller.


 


(d)            No
Legal Actions. There will not be any Applicable Law or Order that restrains, prohibits, enjoins or otherwise inhibits (whether temporarily,
preliminarily or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated or entered
into after the date hereof.


 


(e)            No
Material Adverse Effect with Respect to Buyer Parent. Since the date hereof, there shall not have occurred any event or condition
that has had a Material Adverse Effect with respect to Buyer Parent and is continuing.


 






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Article 9


 


NON-SURVIVAL


  


9.1          Non-Survival.


 


(a)            Representations
and Warranties. None of the representations or warranties in this Agreement or in any certificate or instrument delivered pursuant
to this Agreement shall survive the Closing. Notwithstanding the foregoing, nothing in this Agreement shall limit any Liability or recourse
after the Closing against any Party for fraud or willful misrepresentation by such Party in connection with the making of the representations
and warranties by such Party as contained in Schedule 2 (in the case of the Company), Schedule 3 (in the case of any Seller),
or Schedule 4 (in the case of Buyer Parent or Buyer).


 


(b)            Covenants
and Agreements. None of the covenants and agreements contained herein or in any certificate or instrument delivered pursuant to this
Agreement that are required to be performed or complied with prior to the Closing shall survive the Closing. Covenants and agreements
contained herein or in any certificate or instrument delivered pursuant to this Agreement that are required to be performed or complied
with by any Party after the Closing shall survive until all Liability relating thereto being barred by all applicable statutes of limitations,
subject to any applicable limitation stated herein. Notwithstanding the foregoing, nothing in this Agreement shall limit any Liability
or recourse after the Closing against any Party for willful breach by such Party of any such covenant or agreement or such Party’s
fraud.


 


Article 10


 


CERTAIN
GENERAL TERMS AND OTHER AGREEMENTS


 


10.1        Notices.
All notices or other communications required or permitted to be given hereunder will be in writing and will be (a) delivered by
hand, (b) sent by nationally recognized overnight delivery service for next Business Day delivery, or (c) sent by email (with
a copy sent the same day by nationally recognized overnight delivery service for next Business Day delivery), in each case as follows:


 


	(1) if
                                            to Sellers , to:

                                                                       

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

                                                                       

    [•]

	 	 
	(2) if
                                            to Buyer, to:

                                                           

    Attention: Albert Chen

    Address: No.4 Yong Chang North Road

    Beijing Economic Technological Development Area, Beijing, China

    100176

    Tel: +86 10 6786 0848

    Email: albert.chen@globalcordbloodcorp.com

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

                                                           

    Attention: Denise Shiu

    Address: Cleary Gottlieb Steen & Hamilton LLP, 45th Floor,
    Fortune Financial Center, 5 Dong San Huan Zhong Lu, Chaoyang District, Beijing

    Tel: + 86 10 5920 1080

    Email: dshiu@cgsh.com

	(3) if
                                            to the Company, to

                                                           

    Attention: Dr. Simrit Parmar, MD, MSCI

    Cellenkos Inc.

    5416 Chaucer Drive,

    Houston, TX 77005

    Email: simrit.parmar@cellenkosinc.com

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

                                                           

    Attention: Yang Wang

    Simpson Thacher & Bartlett LLP

    Address: 3901 China World Tower

    1 Jianguomenwai Avenue

    Beijing, 100004, China

    Email: Yang.Wang@stblaw.com



 


Such notices or communications will be deemed
given (A) if so delivered by hand, when delivered, (B) if so sent by overnight delivery service, one Business Day after delivery
to such service, or (C) if so sent by email (with overnight delivery service as required above), the day such email was sent. Buyer
or any Seller may change its address to which such notices and other communications are to be given by giving the other Party notice
in the foregoing manner.


 






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10.2        Expenses.
Except as is expressly stated otherwise herein, each Party will bear and pay when due its own costs and expenses incurred in connection
with the transactions contemplated herein.


 


10.3        Interpretation;
Construction. In this Agreement: (a) the
table of contents and headings are for convenience of reference only and will not affect the meaning or interpretation of this Agreement;
(b) the words “herein,” “hereunder,” “hereby” and similar words refer to this Agreement as a
whole (and not to the particular sentence, paragraph or Section where they appear); (c) terms used in the plural include the
singular, and vice versa, unless the context clearly requires otherwise; (d) unless expressly stated herein to the contrary, reference
to any document means such document as amended or modified; (e) unless expressly stated herein to the contrary, reference to any
Applicable Law means such Applicable Law as amended, modified, codified or reenacted, in whole or in part, and as in effect from
time to time, including any rule or regulation promulgated thereunder; (f) the words “including,” “include”
and variations thereof are deemed to be followed by the words “without limitation”; (g) “or” is used in
the sense of “and/or”; “any” is used in the sense of “any and/or all”; and “with respect to”
any item includes the concept “of,” “under” or “regarding” such item or any similar relationship
regarding such item; (h) unless expressly stated herein to the contrary, reference to a document, including this Agreement, will
be deemed to also refer to each annex, addendum, exhibit, schedule or other similar attachment thereto; (i) unless expressly stated
herein to the contrary, reference to an Article, Section, Schedule or Exhibit is to an article, section, schedule or exhibit, respectively,
of this Agreement; (j) all dollar amounts are expressed in United States dollars and will be paid in United States currency; (k) when
calculating a period of time, the day that is the initial reference day in calculating such period will be excluded and, if the last
day of such period is not a Business Day, such period will end on the next day that is a Business Day; (l) with respect to all dates
and time periods in or referred to in this Agreement, time is of the essence; (m) the phrase “the date hereof” means
the date of this Agreement, as stated in the first paragraph hereof; (n) the Parties participated jointly in the negotiation and
drafting of this Agreement and the documents relating hereto, and each Party was (or had ample opportunity to be) represented by legal
counsel in connection with this Agreement and such other documents, and each Party and, if applicable, each Party’s counsel has
reviewed and revised (or had ample opportunity to review and revise) this Agreement and such other documents; therefore, if an ambiguity
or question of intent or interpretation arises, then this Agreement and such other documents will be construed as if drafted jointly
by the Parties and no presumption or burden of proof or other position or concession will arise favoring or disfavoring any Party by
virtue of the authorship of any of the terms hereof or thereof; and (o) the term “on an exchanged basis”, when used
in relation to Buyer Parent Ordinary Shares, shall include the Buyer Parent Ordinary Shares into which the Class A Units and the
Class B Units (each as defined in the Limited Partnership Agreement) may be exchanged pursuant to a Redemption (as defined in the
Limited Partnership Agreement) (assuming for such purposes all lock-up and other restrictions on such exchange have expired and each
Redemption Unit (as defined in the Limited Partnership Agreement) has been elected to be redeemed for the GCBC Shares Amount (as defined
in the Limited Partnership Agreement)).


 






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10.4        Parties
in Interest; Third-Party Beneficiaries. Except
as otherwise expressly stated in this Agreement, there is no third party beneficiary hereof and nothing in this Agreement (whether express
or implied) will or is intended to confer any right or remedy under or by reason of this Agreement on any Person, except for the Parties
and their respective permitted successors and assigns.


 


10.5        Governing
Law, Jurisdiction, Venue. This Agreement
will be construed and enforced in accordance with the substantive laws of the State of New York without reference to principles of conflicts
of law. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any dispute regarding
its validity or termination, or the performance or breach thereof, as well as any non-contractual obligation arising out of or in connection
with it, shall be determined by arbitration administered by the Singapore International Arbitration Center (“SIAC”)
in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are
deemed to be incorporated by reference in this Section 10.5. All disputes shall be heard by a panel of three arbitrators.
If there are two parties to a dispute, each party shall nominate one arbitrator. If there are more than two parties to a dispute, Buyer
and Buyer Parent shall jointly (or, to the extent only one of the two is party to the dispute, then such party shall) nominate one arbitrator,
and Company and Sellers shall jointly (or, to the extent only one or some but not all of them is a party or are parties to the dispute,
then such party or parties shall) nominate one arbitrator. A third arbitrator shall be nominated by the party-appointed arbitrators (or
in the absence of agreement, the third arbitrator shall be appointed by the SIAC). The place of arbitration shall be in Singapore at
the SIAC. The language of the arbitration shall be English. The award rendered by the SIAC shall be final and conclusive and binding
upon the parties and can be entered in any court having competent jurisdiction. The parties waive irrevocably any rights to any form
of appeal, review or recourse to any state or other judicial authority, insofar as such waiver may validly be made.


 


10.6        Entire
Agreement; Amendment; Waiver. This Agreement,
including the Exhibits and Schedules, constitutes the entire agreement between the Parties pertaining to the subject matter herein and
supersedes any prior representation, warranty, covenant or agreement of any Party regarding such subject matter. No supplement, modification
or amendment hereof will be binding unless expressed as such and executed in writing by each Party affected thereby (except as contemplated
in Section 10.8). Except to the extent as may otherwise be stated herein, no waiver of any term hereof will be binding unless
expressed as such in a document executed by the Party making such waiver. No waiver of any term hereof will be a waiver of any other
term hereof, whether or not similar, nor will any such waiver be a continuing waiver beyond its stated terms. Except to the extent as
may otherwise be stated herein, failure to enforce strict compliance with any term hereof will not be a waiver of, or estoppel with respect
to, any existing or subsequent failure to comply.


 






    17 


     


    

 


10.7        Assignment;
Binding Effect. Neither this Agreement nor
any right or obligation hereunder will be assigned, delegated or otherwise transferred (by operation of law or otherwise) by any Party
without the prior written consent of the other Party (which consent will not be unreasonably withheld), except as expressly provided
herein otherwise or an assignment or transfer of this Agreement or any right hereunder or delegation of any obligation hereunder by Buyer
Parent to a Person that does all of the following: (x) acquires or otherwise succeeds to all or substantially all of Buyer Parent’s
business and assets, including all of Buyer Parent’s direct or indirect general and limited partner interests in Buyer; (y) assumes
all of Buyer Parent’s obligations hereunder or Buyer’s obligations hereunder that arise after such assignment, delegation
or transfer; and (z) agrees to perform or cause performance of all such assumed obligations when due; provided, that no such assignment,
delegation or transfer will relieve Buyer Parent of any obligation hereunder, or by Buyer to any of its Affiliates to the extent that
(x) the assignee or the transferee is a limited partnership whose general partner is wholly owned by Buyer Parent and (y) there
is no adverse impact from a Tax perspective to any Seller, as reasonably determined by such Seller. This Agreement will be binding on
and inure to the benefit of the respective permitted successors and assigns of the Parties. Any purported assignment, delegation or other
transfer not permitted by this Section is void.


 


10.8        Severability;
Blue-Pencil. The terms of this Agreement
will, where possible, be interpreted and enforced so as to sustain their legality and enforceability, read as if they cover only the
specific situation to which they are being applied and enforced to the fullest extent permissible under Applicable Law. If any term of
this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, then all other
terms of this Agreement will remain in full force and effect, and such term automatically will be amended so that it is valid, legal
and enforceable to the maximum extent permitted by Applicable Law, but as close to the Parties’ original intent as is permissible.


 


10.9        Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.


 


10.10      Specific
Performance. The Parties acknowledge and
agree that the rights of each Party to consummate the transactions contemplated under this Agreement are unique and recognize and affirm
that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Party may have no
adequate remedy at law. Accordingly, the Parties agree that such non-breaching Party shall have the right to enforce its rights and the
other Party’s obligations hereunder by an Action or Actions for specific performance and/or injunctive relief (without posting
of bond or other security), including any Order sought by such non-breaching Party to cause the other Party to perform its/their respective
agreements and covenants contained in this Agreement and to cure breaches of this Agreement, without the necessity of proving actual
harm and/or damages or posting a bond or other security therefore. Each Party further agrees that the only permitted objection that it
may raise in response to any Action for any such equitable relief is that it contests the existence of a breach or Threatened breach
of this Agreement giving rise to such Action.


 






    18 


     


    

  


Article 11


 


CERTAIN
DEFINITIONS


 


“Accounts Receivable”
is defined in Section 4(d) of Schedule 2.


 


“Action”
means any action, litigation, lawsuit, arbitration, appeal, audit, petition, inquiry, investigation, mediation or other proceeding by
or before any Governmental Authority.


 


“Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with, such Person. For purposes of this definition, “control,” “controlled by”
and “under common control with,” as applied to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract
or otherwise.


 


“Affiliated Group”
means any affiliated group within the meaning of section 1504(a) of the Code or any similar group defined under a similar provision
of Applicable Law.


 


“Agreement”
is defined in the first paragraph of this Agreement.


 


“Annual Financial
Statements” is defined in Section 4(a)(i) of Schedule 2.


 


“Anti-Corruption
Laws” means laws or regulations relating to anti-bribery or anti-corruption that apply to the business and dealings of any
Buyer Group Company including, without limitation, the Criminal Law and the Anti-Unfair Competition Law of the People’s Republic
of China, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act, in each case as amended from time to time.


 


“Anti-Money Laundering
Laws” means any anti-money laundering-related laws and codes of practice that apply to the business and dealings of any Buyer
Group Company, including, without limitation and as applicable: (i) the Anti-Money Laundering Law of the People’s Republic
of China; (ii) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting
Act of 1970, and (iii) the USA PATRIOT Act, in each case as amended from time to time.


 


“Applicable Law”
means any applicable federal, state, provincial, local, municipal, foreign, international, multinational or administrative Order, constitution,
ordinance, principle of common law, rule, regulation, law, statute or treaty (in each case as amended, modified, codified, replaced or
reenacted, in whole or in part, and as in effect from time to time, including rules and regulations promulgated thereunder).


 






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“Assumed Option”
is defined in Section 2.3(a)(ii).


  


“Business Day”
means any day, other than a Saturday or Sunday and other than a day that banks in the State of Delaware, the State of Texas, the Cayman
Islands, Hong Kong or the PRC are generally authorized or required by Applicable Law to be closed.


 


“Buyer”
is defined in the first paragraph of this Agreement.


 


“Buyer
GP” means Cellenkos GP Limited, the general partner of Buyer.


 


“Buyer Group Companies”
means, collectively, Buyer Parent and its Subsidiaries, and “Buyer Group Company” means any of them.


 


“Buyer
Major Contracts” is defined in Section 10 of Schedule 4.


 


“Buyer Parent”
is defined in the first paragraph of this Agreement.


 


“Buyer Parent MAA”
means the amended and restated memorandum and articles of association of Buyer Parent, as may be modified, amended and/or supplemented
from time to time.


 


“Buyer
Parent Ordinary Shares” means Ordinary Shares of Buyer Parent.


 


“Buyer SEC Documents”
is defined in Section 7(a) of Schedule 4.


 


“CARES Act”
means the Coronavirus Aid, Relief, and. Economic Security Act.


 


“Class A
Common Stock” means the voting Class A Common Stock, par value $0.0001 per share, of the Company and any securities
issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification,
recapitalization, merger, consolidation, exchange or similar reorganization.


 


“Class B Common
Stock” means the non-voting Class B Common Stock, par value $0.0001 per share, of the Company and any securities issued
in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification,
recapitalization, merger, consolidation, exchange or similar reorganization.


 


“Closing”
is defined in Section 7.1.


 


“Closing Date”
is defined in Section 7.1.


 


“Closing Equity
Consideration” is stated in Schedule 1.


 


“COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means the means, collectively: (a) the Class A Common Stock; (b) the Class B Common Stock; and (c) any other
class of common stock of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any
stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.


 






    20 


     


    

 


“Company”
is defined in the first paragraph of this Agreement.


 


“Company 2016 Stock
Option Plan” means the Cellenkos, Inc. 2016 Stock Option/ Stock Issuance Plan, effective June 28, 2016, as amended.


 


“Company Disclosure
Letter” means the written disclosure letter delivered by the Company and each Seller to Buyer Parent and Buyer in connection
with the execution and delivery of this Agreement.


 


“Company
Intellectual Property” means the Intellectual Property owned by the Company, including the Intellectual Property set forth
in Section 12(a) of the Company Disclosure Letter.


 


“Company Option”
means an option to acquire a share of Class B Common Stock granted pursuant to the Company 2016 Stock Option Plan.


 


“Company
Organizational Documents” is defined in Section 1 of Schedule 2.


 


“Company
Plan” means each (i) “employee benefit plan” within the meaning of Section 3(3) of ERISA
(regardless of whether such plan is subject to ERISA), (ii) stock option, stock appreciation rights, stock purchase, phantom stock
or other equity or equity-based plan, program, policy, contract, agreement or other arrangement or (iii) other benefit or compensation
plan, policy, program, arrangement, contract, or agreement (including, without limitation, any pension, retirement, or savings plan;
employment or individual consulting arrangement; collective bargaining or union arrangement; executive compensation plan bonus, retention,
compensation, incentive compensation, change in control, commissions, nonqualified or deferred compensation or profit-sharing plan; or
arrangement regarding any severance, termination, vacation, holiday, sick leave fringe benefit, health or welfare, post-termination or
post-employment welfare, educational assistance, pre-Tax premium or flexible spending account plan or life insurance), in each case that
is sponsored, maintained or contributed or required to be contributed to by the Company, or under or with respect to which the Company
has any current liability or obligation.


 


“Company Related
Party Transaction” means any agreement, Indebtedness, guarantee, payables, receivables and arrangements between (a) the
Company, on the one hand, and (b) any of the Company Related Persons, on the other hand, excluding (i) any employment agreement
and any agreement in connection with grant of equity awards under the Company’s equity incentive plan, and (ii) any agreements
that were entered into on an arms-length basis and the performance thereof has been completed or will be completed no later than the
Closing.


 


“Company Related
Person” means any (a) Affiliate of the Company, (b) manager or officer (or person in a similar role) or senior management-level
employee of the Company or any Seller or of any Affiliate of the Company, (c) member of the immediate family or legal dependent
of any such director, officer, senior management-level employee, or (d) trust, of which any of the foregoing Persons is a beneficiary
or trustee.


 






    21 


     


    

 


“Computer System”
means any of, or any combination of, (i) computer hardware, including computer systems, servers, network equipment, telecommunications
devices (including voice, data or video networks) and peripheral devices, (ii) data and databases, and (iii) software, in each
case of the foregoing clauses (i) through (iii), that are used in the operation of the businesses of the Company.


  


“Confidentiality
Agreement” is defined in Section 6.5(a).


 


“Consent”
means any approval, authorization or consent by, ratification, waiver or declaration of, filing or registration with, or notification
to, any Person.


 


“Contract”
means any contract, agreement, purchase order, warranty or guarantee, guaranty, license, sublicense, use agreement, lease (whether for
real estate, a capital or financing lease, an operating lease or other), mortgage, deed, note or other instrument, in each case that
creates a legally binding obligation, and in each case whether oral or written.


 


“Contributor”
is defined in Section 12(h) of Schedule 2.


 


“COVID-19 Law”
means any law, Order, mandate, proclamation, or ruling in connection with, in response to, or intended to address the consequences of
(a) SARS-CoV-2 or the coronavirus or related illnesses commonly referred to as COVID-19, and (b) any mutations or variants
thereof, and any associated viruses or pathogens.


 


“Dr. Parmar”
means Simrit Parmar.


 


“Employment Agreement”
is defined in the Recitals.


 


“Encumbrance”
means any mortgage, claim, pledge, hypothecation, security interest, charge, lien, restriction, infringement, interference, option, right
of first refusal or other right to purchase or otherwise obtain, title defect or similar effect on title, reservation, equity, ownership,
participation or governance right, or other encumbrance whatsoever (including any restriction on the voting of any security, any restriction
on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset).


 


“Enforcement Limitation”
means any applicable bankruptcy, reorganization, insolvency, moratorium or other similar Applicable Law affecting creditors’ rights
generally, and any principles governing the availability of equitable remedies.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means any (if any) Person, trade or business (whether or not incorporated) that at any time before Closing is under common control with
the Company pursuant to section 414 of the Code or section 4001 of ERISA.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Existing Stockholder
Agreement” means the Third Amended and Restated Stockholders Agreement, effective as of October 14, 2021, by and among
the Company, Dr. Parmar and certain of the Company’s stockholders named thereto, as may be modified, amended and/or supplemented
from time to time.


 






    22 


     


    

 


“FFCRA”
means the Families First Coronavirus Response Act.


 


“Financial Statements”
is defined in Section 4(a)(ii) of Schedule 2.


 


“GAAP”
means generally accepted United States accounting principles, consistently applied.


 


“Governmental Authority”
means any: (a) nation, state, county, city, district or similar jurisdiction of any nature; (b) government; (c) governmental
or quasi-governmental authority (including any agency, branch, commission, bureau, instrumentality, department, official, court or tribunal);
(d) public international organization or body (e.g., the United Nations or the World Bank); (e) securities exchange,
or (f) body or other Person entitled to exercise any arbitrative, administrative, executive, judicial, legislative, police, regulatory
or taxing authority or power.


 


“Government Entity”
means any Governmental Authority or any Person owned or controlled by any such Governmental Authority.


 


“Government Officials”
means any officers, employees and other persons working in an official capacity on behalf of any (i) Government Entity; (ii) political
party, and (iii) candidate for government or political office.


 


“HKIAC”
is defined in Section 10.5.


 


“Hong Kong”
means the Hong Kong Special Administrative Region of the PRC.


 


“Income
Tax” means any Tax (other than sales, use, stamp, duty, value-added, business, goods and services, property, transfer,
recording, documentary, conveyancing or similar Tax) based upon or measured by gross or net receipts of gross or net income (including
any Tax in the nature of minimum taxes, tax preference items and alternative minimum taxes).


 


“Indebtedness”
means, with respect to any Person, as of any particular time, without duplication, (a) any Liability of such Person for borrowed
money, or with respect to deposits or advances of any kind to such Person, and any prepayment premiums, penalties and any other fees
and expenses required to satisfy such indebtedness, (b) any Liability of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) any Liability of such Person under conditional sale or other title retention agreements, (d) Liability of
such Person issued or assumed as the deferred purchase price of property or services, (e) any capitalized lease or financing lease
(including any financing on any vehicle) Liability of such Person, (f) any Liability of others secured by any lien on property or
assets owned or acquired by such Person, whether or not the Liability secured thereby have been assumed, (g) any Liability of such
Person under interest rate or currency swap transactions, (h) any letters of credit issued for the account of such Person, (i) any
Liability of such Person to purchase securities (or other property) that arise out of or in connection with the sale of the same or substantially
similar securities or property, (j) any forgiveness of any Liability that remains subject to any condition or obligation, including
any Tax increment financing, economic incentive or similar item, (k) any amounts borrowed by such Person pursuant to any COVID-19
Law, including the CARES Act (including the Paycheck Protection Program), FFCRA and any executive order, regardless of whether such amount
is subject to forgiveness, that remain outstanding as of the Closing Date, and (l) any accrued interest
or penalties on any of the foregoing.


 






    23 


     


    

 


“Individual”
means (a) an individual, (b) an entity treated as an individual for purposes of Section 542(a)(2) of the Code or
(c) an entity disregarded from its owner, for U.S. federal Income Tax purposes, whose owner is described in (a) or (b).


 


“Insurance Policy”
is defined in Section 14(a) of Schedule 2.


 


“Intellectual Property”
means all intellectual property or similar proprietary rights protected, created or arising under the laws of any jurisdiction or under
any international convention, whether registered or unregistered, including all rights in or to (a) patents and patent applications,
and any and all continuations, continuations-in-part, divisionals, renewals, provisionals, substitutions, extensions, reexaminations
and reissues, and all inventions, invention disclosures, discoveries, improvements, methods and processes, whether or not patentable,
(b) trademarks, service marks, trade names, business names, logos, trade dress, get-up, Internet domain names, and all other
similar rights or identifiers of source or origin in any part of the world, including any registrations, applications and renewals thereof,
and all goodwill associated with the foregoing, (c) copyrights and works of authorship in any medium, including copyrights in software,
as well as moral rights and rights equivalent thereto, (d), trade secrets and rights in all other confidential or proprietary information,
including know-how, inventions, algorithms, logic, operating conditions and procedures, proprietary formulae, methods, techniques, compositions,
specifications, drawings, models and methodologies, business, technical, engineering, manufacturing and other non-public, confidential
or proprietary information and other similar proprietary rights (collectively, “Trade Secrets”), (e) software,
firmware and computer programs and applications, including data files, plugins, libraries, subroutines, tools and APIs, in each case
of the foregoing whether in source code, executable or object code form, and software-related documentation, including user manuals,
specifications, and other documentation related thereto, (f) databases (or other collections of information or data) and (g) designs,
in each case of (a) through (c) above, including registrations of, applications for registration of, and renewals and extensions
of any of the foregoing.


 


“Intended Tax Treatment”
is defined in Section 6.6(d).


 


“Interim Balance
Sheet” is defined in Section 4(a)(ii) of Schedule 2.


 


“Interim Balance
Sheet Date” is defined in Section 4(a)(ii) of Schedule 2.


 


“Interim Financial
Statements” is defined in Section 4(a)(ii) of Schedule 2.


 


“IRS”
means the United States Internal Revenue Service.


 


“Key Employee”
is defined in the Recitals.


 


“Knowledge”
means: (a) with respect to an individual, the actual knowledge of such individual and what such individual reasonably should have
known after a reasonable investigation; and (b) with respect to a Person other than an individual, the actual knowledge of any individual
who is serving as a trustee or director or officer (or similar executive) of such Person and what any such individual reasonably should
have known after a reasonable investigation.


 






    24 


     


    

 


“Leased Real Property”
is defined in Section 11(a) of Schedule 2.


 


“Liability”
means any liability or obligation of any kind or nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued
or unaccrued, liquidated or unliquidated, or due or to become due).


 


“Limited
Partnership Agreement” means the Limited Partnership Agreement, to be entered into by and among Buyer GP, Buyer Parent, each
Seller and certain other parties thereto.


 


“Lock-up Letter”
is defined in the Recitals.


 


“Loss”
means any loss, damage, Liability, deficiency, Action, judgment, interest, award, Tax, penalty, fine, out-of-pocket cost or expense of
whatever kind, including reasonable out-of-pocket attorneys’, accountants and other experts’ fees, collection costs, investigation
costs, any amount paid in connection with any assessment, judgment or settlement and the out-of-pocket cost of enforcing any right to
indemnification hereunder and the cost of pursuing any insurance providers.


 


“Major Contract”
is defined in Section 8(a) of Schedule 2.


 


“Material Adverse
Effect” means,


 


(i) with
respect to any Person that is Buyer Parent or the Company, any incident, condition, change, effect or circumstance that, individually
or when taken together with any other incident, condition, change, effect or circumstance in the aggregate: (a) has had or would
reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise), properties
or results of operations of such Person and its Subsidiaries, taken as a whole or any of them taken individually (other than (1) changes
in economic, regulatory or political conditions generally in the United States, China or anywhere else in the world; (2) conditions
generally affecting any of the industries in which any of the businesses of such Person participate; (3) any changes in financial,
banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market
index or any change in prevailing interest rates; (4) acts of war (whether or not declared), changes in geopolitical conditions,
the commencement, continuation or escalation of a war, armed hostilities or terrorism, earthquakes, pandemics (including without limitation
COVID-19 and its variants), tornados, hurricanes, or other weather conditions or natural calamities or other force majeure events, or
the escalation or worsening thereof; (5) any changes in Applicable Law or accounting rules (including GAAP) or the enforcement,
implementation or interpretation thereof; (6) any action required by this Agreement or any action taken (omitted to be taken) with
the written consent of or at the written request of Buyer or Buyer Parent (in the case of the Company) or any Seller (in the case of
Buyer Parent) and any incident, condition, change, effect or circumstance directly attributable to the negotiation, execution or announcement
of this Agreement and the transactions contemplated herein, including any litigation arising therefrom (including any litigation arising
from allegations of a breach of duty or violation of Applicable Law), and any adverse change in customer, employee (including employee
departures), supplier, financing source, lessee, licensor, licensee, sub-licensee, shareholder, joint venture partner or similar relationship
directly resulting therefrom; or (7) any failure by such Person to meet any internal or published projections, estimates or expectations
of its revenue, earnings or other financial performance or results of operations or development milestones or targets (including without
limitation success of clinical trials and/or obtaining of regulatory approvals) for any period; provided, that with respect to such clauses
(1) through (5), such changes or conditions do not have a materially disproportionate effect with respect to such Person and its
Subsidiaries (relative to other participants in such industries)); or (b) materially and adversely affects the ability of such Person
to consummate the transactions contemplated herein; and


 






    25 


     


    

 


(ii) with respect to
any Person that is a Seller or Buyer, any incident, condition, change, effect or circumstance that, individually or when taken together
with any other incident, condition, change, effect or circumstance in the aggregate materially and adversely affects the ability of such
Person to consummate the transactions contemplated herein.


 


“Materiality Qualifier”
means a qualification to a representation, warranty or certification by any materiality limitation or qualification, including use of
the term “material,” “materially,” “in all material respects” or “Material Adverse Effect”
or by a reference regarding the occurrence or non-occurrence or possible occurrence or non-occurrence of a Material Adverse Effect.


 


“Multiemployer Plan”
has the meaning given in section 3(37) of ERISA.


 


“NYSE”
is defined in Section 7(b) of Schedule 4.


 


“Open Source Software”
means any software that is licensed, distributed or conveyed subject to any “open source,” “copyleft,” “free
software” or other similar types of license that requires as a condition of its use, modification or distribution that it, or other
software into which such software is incorporated or integrated with or with which such software is combined or distributed or that is
derived from or linked with such software, (i) be disclosed or distributed in source code form, (ii) be licensed, distributed
or conveyed at no charge or (iii) be licensed, distributed or conveyed under some or all of the terms of such Contract, including
any software licensed or distributed under the following: (A) the GNU General Public License (GPL), Lesser GPL, and Library GPL
(LGPL), or Affero General Public License (AGPL); (B) the Artistic License (e.g., PERL); (C) the Mozilla Public License; (D) the
Netscape Public License; (E) the Sun Community Source License (SCSL); (F) the Sun Industry Standards License (SISL); (G) the
BSD License; (H) the Apache License, (I) Berkeley Software Distribution license, (J) Open Source Initiative license, (K) Microsoft
Shared Source license, (L) Public Domain license, (M) Common Public license, and (N) any license listed at www.opensource.org/licenses.


 


“Order”
means any order, writ, injunction, award, decree, judgment or determination of or from, or Contract with, any Governmental Authority
or similar binding decision of any arbitration (or similar Proceeding).


 


“Ordinary Course
of Business” means, with respect to a Person, the ordinary and usual course of normal day-to-day operations of such Person,
consistent with such Person’s past practice.


 






    26 


     


    

 


“Organizational
Document” means, for any Person: (a) the articles or certificate of incorporation, formation or organization (as applicable),
the by-laws or similar governing document of such Person; (b) any limited liability company agreement, member control agreement,
partnership agreement, operating agreement, shareholder agreement, voting agreement, voting trust agreement or similar document of or
regarding such Person; (c) any other charter or similar document adopted or filed in connection with the incorporation, formation,
organization or governance of such Person; or (d) any Contract regarding the governance of such Person or the relations or actions
among any of its equity holders with respect to such Person.


  


“Other SPAs”
is defined in the Recitals.


 


“Outside Date”
is defined in Section 7.4(b).


 


“Party”
means any of Sellers, Buyer, Buyer Parent and the Company.


 


“Paycheck Protection
Program” means the Paycheck Protection Program under the CARES Act.


 


“Permit”
means any license, permit, registration or similar authorization from a Governmental Authority.


 


“Permitted
Encumbrance” means any: (a) Encumbrance for any Tax, assessment or other governmental charge that is not yet due
and payable or being contested in good faith by appropriate proceedings, for which adequate reserves have been established on the Annual
Financial Statements in accordance with GAAP; (b) mechanic’s, materialmen’s, landlord’s or similar Encumbrance
arising or incurred in the Ordinary Course of Business of the applicable Person that secures any amount that is not overdue or the validity
of which is being contested in good faith by appropriate proceedings; (c) zoning regulations, permits and licenses; (d) with
respect to real property, non-monetary liens or other minor imperfections of title; (e) rights of parties in possession; (f) ordinary
course, non-exclusive licenses of Intellectual Property; (g) pledges or deposits to secure obligations under workers’ compensation
laws or similar legislation or to secure public or statutory obligations; and (h) pledges or deposits to secure the performance
of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case
in the Ordinary Course of Business of the applicable Person.


 


“Person”
means any individual, partnership, corporation, limited liability company, association, joint stock company, trustee or trust, joint
venture, unincorporated organization or any other business entity or association or any Governmental Authority.


 


“Personal Information”
means, in addition to any definition for any similar term (e.g., “personally identifiable information,” “personal data,”
or “PII”) provided by Applicable Law, data that identifies, relates to, describes, or is reasonably capable of being associated
with an individual person or household, including, to the extent governed by Applicable Law, name, address, email address, photograph, Internet
Protocol (IP) address, unique device identifier, unique personal identifier, online identifier, social security number, driver’s
license number, passport number, insurance policy number, education, employment, employment history, bank account number, credit or debit
card number, or other financial information, medical information, health insurance information and any other similar information.


 






    27 


     


    

 


“Plan Sponsor”
has the meaning given in section 3(16)(B) of ERISA.


 


“PRC”
means the People’s Republic of China.


 


“Privacy Laws”
means all Applicable Laws relating to the Processing, privacy or security of Personal Information and all regulations or guidance issued
thereunder, including the EU General Data Protection Regulation (EU) 2016/679 and all national implementing laws of individual EU Member
States, Section 5 of the Federal Trade Commission Act, Children’s Online Privacy Protection Act, the CAN-SPAM Act and associated
regulations set forth in 16 C.F.R. Part 316, California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations,
and all other Applicable Laws relating to data protection, information security, cybersecurity and data breach notification in any applicable
jurisdictions.


 


“Privacy Obligations”
is defined in Section 18(a) of Schedule 2.


 


“Proceeding”
means any action, arbitration, audit, claim, demand, grievance, complaint, hearing, inquiry, investigation, litigation, proceeding or
suit (including if civil, criminal or administrative).


 


“Processing”
is defined in Section 18(a) of Schedule 2.


 


“Prorated
Adjustment” is defined in Section 2.3(a)(ii).


 


“Real Property”
is defined in Section 11(a) of Schedule 2.


 


“Real Property Lease”
is defined in Section 11(a) of Schedule 2.


 


“Registered Intellectual
Property” is defined in Section 12(a) of Schedule 2.


 


“Regulation
D” means Regulation D promulgated under the Securities Act.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Replacement Option
Plan” is defined in Section 6.9(a).


 


“Return”
means any return, declaration, report, filing, claim for refund, information return, statement or other document (including any
related or supporting information) with respect to any Tax, including any schedule or attachment thereto and any amendment thereof.


 


“Sanctioned Person”
means a Person that is (i) subject to or the target of Sanctions (including any Person that is designated on the list of “Specially
Designated Nationals and Blocked Persons” administered by the U.S. Treasury Department’s Office of Foreign Assets Control),
(ii) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions,
or (iii) owned 50% (fifty percent) or more, or controlled, by any of the foregoing.


 


“Sanctions”
means all trade, economic and financial sanctions laws, regulations and executive orders administered, enacted or enforced from time
to time by (i) the United States (including the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Department
of Commerce and the U.S. Department of State), (ii) the United Nations, (iii) the European Union, (iv) the United Kingdom
(including Her Majesty’s Treasury), (v) the People’s Republic of China, or (vi) any similar sanctions authorities.


 






    28 


     


    

 


“Sale Stock”
is defined in the Recitals.


 


“SEC”
is defined in Section 7(a) of Schedule 4.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Sellers”
and “Seller” are defined in the first paragraph of this Agreement.


 


“SIAC”
is defined in Section 10.5.


 


“Subsidiary”
of a Person means any other Person which is controlled by such Person and, for the avoidance of doubt, the Subsidiaries of a Person shall
include any variable interest entity over which such Person or any of its Subsidiaries effects control pursuant to contractual arrangements
and which is consolidated with such Person in accordance with generally accepted accounting principles applicable to such Person and
any Subsidiaries of such variable interest entity, and for the avoidance of doubt, with respect to Buyer Parent, Buyer and the general
partner of Buyer shall each be deemed a Subsidiary of Buyer Parent.


 


“Tax”
means any federal, state, local or foreign income, gross receipts, net income, ad valorem, capital, gains, intangible, inventory,
license, payroll, employment, excise, severance, documentary, stamp, recording, occupation, premium, windfall profits, environmental
(including taxes under section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or
similar, including FICA), unemployment, disability, real property, personal property, sales, use, goods and services, transfer, registration,
value added, alternative or add-on minimum, escheat, unclaimed property, estimated or other taxes, duties, levies, assessments and other
governmental charges of any kind whatsoever, including any interest, fine, penalty or similar addition thereto (or in lieu thereof),
whether disputed or not.


 


“Threatened”
means, with respect to any matter, that a demand, notice or other communication has been made or given that such matter is being or will
be, or that circumstances exist that would lead a reasonably prudent Person to conclude that such matter may be, asserted, commenced,
taken or otherwise pursued (including if conditioned upon any event occurring or not occurring).


 


“Transaction Document”
means this Agreement, the Limited Partnership Agreement, the Employment Agreement, the Lock-up Letter, and any other document expressly
required to be executed or delivered by or on behalf of a Party to another Party pursuant to any of the foregoing.


 






    29 


     


    

 


“Transfer Taxes”
means any sales, use, stock transfer, real property transfer, real property gains, transfer, stamp, registration, documentary, recording
or similar taxes, including all interest, additions, surcharges, fees or penalties related thereto, arising out of or incurred in connection
with the transactions contemplated hereby.


 


“Treasury Regulations”
means the regulations promulgated under the Code.


 


“U.S.”
means the United States of America.


 


“US$”
and “$” mean the lawful currency of the U.S.


 


“WARN Act”
means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local laws.


 


* * * * *


 


[Signature Page Follows]


 






    30 


     


    

 



 


 


IN WITNESS WHEREOF, each
Party has executed this Stock Purchase Agreement effective as of the date first written above.


	 	 
	GLOBAL CORD BLOOD CORPORATION	 
	 	 
	/s/ Ting Zheng	 
	Name:  Ting Zheng	 
	Title:    CEO	 
	 	 
	CELLENKOS HOLDINGS L.P.	 
	 	 
	/s/ Ting Zheng	 
	Name:  Ting Zheng	 
	Title:   Authorized Signatory	 
	 	 
	CELLENKOS, INC.	 
	 	 
	/s/ Dr. Simrit Parmar	 
	Name:  Dr. Simrit Parmar	 
	Title:   Authorized Signatory	 
	 	 
	THE PAUL BROOKE 2012 FAMILY TRUST	 
	 	 
	/s/ Paul A Brooke	 
	Name:   Paul A Brooke	 
	Title:    Donor	 
	 	 
	THE PAUL BROOKE AND KATHLEEN MCCARRAGHER 2012 FAMILY TRUST	 
	 	 
	/s/ Paul A Brooke	 
	Name:   Paul A Brooke	 
	Title:    Trustee	 
	 	 







[Signature Page to Stock
Purchase Agreement]


 






    


     


    

 


SCHEDULE
1


 


Particulars


 


	Sellers:	The
    Paul Brooke 2012 Family Trust	The
    Paul Brooke and Kathleen Mccarragher 2012 Family Trust
	Common
    Stock:	50,000
    shares of Class B Common Stock	50,000
    shares of Class B Common Stock
	Closing
    Equity Consideration:	50,000
    Class B Units (as defined in the Limited Partnership Agreement)	50,000
    Class B Units (as defined in the Limited Partnership Agreement)





 






    Schedule 31