Exhibit 4.6





 


FINAL VERSION


 







 


STOCK PURCHASE AGREEMENT


 


BY AND AMONG


 


GLOBAL CORD BLOOD CORPORATION,


 


CELLENKOS, INC.


 


AND


 


VYSERION LIMITED


 


April 29, 2022


 










 









    


     


    

 


TABLE
OF CONTENTS


 


Page


 





	Article 1 Sale and Purchase of Common Stock and assignment of warrant	1
	 	 	 
	 	1.1	 Sale and Purchase of Common Stock	1
	 	1.2	Assignment of Warrant	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 SELLER	3
	 	 	 
	Article 5 REPRESENTATIONS AND WARRANTIES OF Buyer	3
	 	 	 
	Article 6 CERTAIN COVENANTS	3
	 	 	 
	 	6.1	Certain Actions to Close Transactions	3
	 	6.2	Pre-Closing Conduct of Business by Seller	4
	 	6.3	Pre-Closing Conduct of Business by the Company	4
	 	6.4	Further Assurances	6
	 	6.5	Confidentiality and Publicity	6
	 	6.6	Certain Tax Matters	8
	 	6.7	Releases	8
	 	6.8	No Shop	8
	 	6.9	Certain Actions by Buyer	9
	 	 	 
	Article 7 CLOSING; CLOSING DELIVERIES; TERMINATION	9
	 	 	 
	 	7.1	Closing	9
	 	7.2	Closing Deliveries by Seller	10
	 	7.3	Closing Deliveries by Buyer	10
	 	7.4	Termination of Agreement	10
	 	7.5	Effect of Termination	11
	 	 	 
	Article 8 CONDITIONS TO OBLIGATIONS TO CLOSE	12
	 	 	 
	 	8.1	Conditions to Obligation
of Buyer to Close	12
	 	8.2	Conditions to Obligation of Seller to Close	13



 









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	Article 9 NON-SURVIVAL	14
	 	 	 
	 	9.1	Non-Survival	14
	 	 	 
	Article 10 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS	14
	 	 	 
	 	10.1	Notices	14
	 	10.2	Expenses	15
	 	10.3	Interpretation; Construction	15
	 	10.4	Parties in Interest; Third-Party Beneficiaries	16
	 	10.5	Governing Law, Jurisdiction, Venue	16
	 	10.6	Entire Agreement; Amendment; Waiver	16
	 	10.7	Assignment; Binding Effect	17
	 	10.8	Severability; Blue-Pencil	17
	 	10.9	Counterparts	17
	 	10.10	Specific Performance	17
	 	 	 
	Article 11 CERTAIN DEFINITIONS	17



 


	SCHEDULE 1 Particulars	Schedule 1
	 	 
	SCHEDULE 2 REPRESENTATIONS AND WARRANTIES OF COMPANY	Schedule 2
	 	 
	SCHEDULE 3 REPRESENTATIONS AND WARRANTIES OF SELLER	Schedule 3
	 	 
	SCHEDULE 4 REPRESENTATIONS AND WARRANTIES OF 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”), Cellenkos, Inc., a Delaware
corporation (the “Company”), and Vyserion Limited (“Seller”).


 


Recitals


 


A.            Seller
owns as of the date hereof a number of Common Stock as described in Schedule ‎1.


 


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


 


C.            Seller
intends to assign to Buyer all of its rights and obligations under the Stock Purchase Warrant dated as of September 15, 2016 issued
by the Company to Seller (as amended by an amendment to stock purchase warrant entered into by and between Seller and the Company
dated as of March 2, 2020, the “Warrant”).


 


D.            Contemporaneously
with the Parties’ execution and delivery of this Agreement, Seller has executed and delivered to Buyer 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
and/or Cellenkos Holdings L.P. 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 and assignment of warrant


 


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


 


1.2            Assignment
of Warrant. As of the date hereof, Seller has the right to subscribe for and purchase from
the Company up to 1,250,000 duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock pursuant
to the terms of the Warrant. Upon and subject to the terms herein, at Closing, Seller will assign to Buyer all of its rights and obligations
under the Warrant, free and clear of all Encumbrances (the “Warrant Assignment”).


 






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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 Seller the Closing Equity
Consideration pursuant to Section ‎2.2
as consideration for the Sale Stock and the Warrant Assignment.


 


2.2            Closing
Payments and Issuances . Upon and subject
to the terms herein, at Closing, Buyer will issue and deliver to Seller, in Seller’s name, in book entry, the Closing Equity Consideration
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).


 


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 and automatically converted into an option to acquire Buyer 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 Ordinary Shares in Buyer Ordinary Shares or distribution to all holders of outstanding
                                            Buyer Ordinary Shares in Buyer Ordinary Shares, or a split or subdivision of all outstanding
                                            Buyer Ordinary Shares or a reverse stock split or combination of all outstanding Buyer Ordinary
                                            Shares into a smaller number of Buyer Ordinary Shares, in each case prior to the Closing
                                            (“Prorated Adjustment”)), with an exercise price per Buyer 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;






 


		(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 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.



 






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Article 3


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as disclosed in the Company Disclosure Letter, the Company hereby represents and warrants to 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 SELLER


 


Seller
hereby represents and warrants to 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


 


Buyer
hereby represents and warrants to 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).


 


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.


 









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6.2            Pre-Closing
Conduct of Business by Seller. Prior to the Closing, Seller will not sell, assign, transfer,
or grant any rights with respect to the Sale Stock or the Warrant, 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 (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;



 


		(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;



 






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		(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;






 


		(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;



 









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		(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 in writing prior to
taking any such action.


 


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 and the
Company, dated July 12, 2021 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.


 






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(c)            Confidential
Information of the Company; Confidential Communications. At all times after Closing, 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 Seller and its Affiliates as
of the Closing, other than as reasonably required for the proper performance of post-Closing employment duties with Buyer Group Companies
or in connection with a dispute between the Parties (but in such a dispute only to the extent reasonably necessary for 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 (with respect to Seller) or Seller (with
                                            respect to Buyer) 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 (with respect to its information) or 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



 


		(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.



 






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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.


 


6.7            Releases.
Effective upon Closing, Seller, on behalf of it and its Affiliates, and 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 of the following items: (a) accrued but unpaid compensation for employment services for the current pay period,
or reimbursement of employment-related expenses pursuant to the Company’s policies; (b) vested non-cash benefits under
the express terms of any Company Plan; or (c) claims of Seller against Buyer for any breach by Buyer of this
Agreement.


 


6.8            No
Shop.


 


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


 


		(i)	Seller
                                            will not, and Seller will cause each Affiliate and other representative or agent of Seller
                                            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 or any Person on Buyer’s behalf) regarding any acquisition
                                            of the Company’s equity interests held by Seller. Seller will, and will cause each
                                            Affiliate and other representative or agent of Seller to immediately terminate all such discussions
                                            or negotiations that may be in progress on the date hereof; and



 






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		(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 or any Person on 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.



 


(b)            Notwithstanding
Section ‎6.8(a), 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.


 


(a)            Effective
as of the Closing Date, Buyer 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 Ordinary Shares. As soon as practicable after the Closing Date, Buyer shall file an effective registration statement on Form S-8
with respect to the Buyer Ordinary Shares issuable under the Replacement Option Plan.


 


(b)            Buyer
agrees that, from and after the Closing, 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 Seller mutually 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.


 






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7.2            Closing
Deliveries by Seller. At Closing, 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, dated the Closing Date and executed by Seller in a form suitable for transferring the 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 Seller and the Company authorizing Seller’s and
the Company’s (as applicable) entry into and delivery of, and performance of its obligations under, the Transaction Documents to
which Seller or the Company (as applicable) is a party; and


 


(c)            a
duly and properly executed IRS Form W-8 from Seller, together with any required notice to the IRS, in form and substance reasonably
satisfactory to Buyer.


 


7.3            Closing
Deliveries by Buyer. At Closing, Buyer will
deliver, or cause to be delivered, a copy of the register of members of Buyer duly certified by an authorized director or officer of
Buyer, dated as of the Closing Date, evidencing that the Closing Equity Consideration has been issued pursuant to Section ‎2.2.


 


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


 


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


 


(b)            by
either Buyer or Seller, 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 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 Seller, and (ii) three (3) Business Days before the Outside Date; or


 









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(d)            by
Seller, if there has been a breach by Buyer 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 Seller to Buyer, and (ii) three (3) Business Days before the Outside Date.


 


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, neither Buyer nor Seller
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 (if Buyer is the Party seeking to terminate
this Agreement) or by Seller or the Company (if 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 against 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 neither Seller nor the Company 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, 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 Seller and the Company against Buyer and any of its 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 nor any of its 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.


 






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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 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 Seller; provided, however, that each representation and warranty of the Company in
Sections ‎1, ‎2 and ‎3 of Schedule ‎2 and of 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 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 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 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 Seller on or before the Closing Date.


 


(c)            Officer’s
Certificates. Seller will have delivered to Buyer a certificate duly executed by an authorized officer of Seller, and the Company
will have delivered to Buyer a certificate duly executed by an authorized officer of the Company, each dated the Closing Date and certifying
as to the items concerning 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.
(i) Any rights of first refusal or co-sale rights or transfer restrictions in connection with the acquisition of the Sale Stock
from Seller, including under the Existing Stockholder Agreement, shall have been waived and not modified or revoked; and (ii) the
board of directors of the Company will have irrevocably resolved in writing that the proposed transactions contemplated hereunder and
under the Other SPAs shall not constitute a “Liquidation Event” for the purposes of the Warrant.


 


(e)            Employment
Agreements. Neither Simrit Parmar nor Jackie Leong will have repudiated his or her employment agreement with Buyer and/or the Company,
and Tara Sadeghi shall not have terminated her employment with the Company (other than due to death or disability).


 






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


 


(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 Seller to Close. The obligation
of 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 Seller, in Seller’s sole discretion:


 


(a)            Accuracy
of Representations and Warranties. Each representation and warranty of 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; provided,
however, that each representation and warranty of 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 in Schedule ‎4 (other than representations and warranties of 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 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 on or before the Closing Date.


 


(c)            Officer’s
Certificate. Buyer will have delivered to Seller a certificate duly executed by an authorized officer of Buyer 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 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. Since the date hereof, there shall not have occurred any event or condition that has
had a Material Adverse Effect with respect to Buyer 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 Seller), or Schedule ‎4 (in the case of 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 Seller, to:

                                                                       

    Attention:

    Email:

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

                                                                       

    Attention:

    Email:

     

	(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








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	(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 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.


 


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; and (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.


 






    15


     


    

 


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 shall nominate one arbitrator, and Company and Seller shall jointly (or, to the
extent only one of the two is party to the dispute, then such party 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.


 






    16


     


    

 


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
to a Person that does all of the following: (x) acquires or otherwise succeeds to all or substantially all of Buyer’s business
and assets; (y) assumes all of Buyer’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 of any obligation hereunder. 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.


 


Article 11


 


CERTAIN
DEFINITIONS


 


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


 






    17


     


    

 


“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).


 


“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 Board”
means the board of directors of Buyer.


 


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


 






    18


     


    

 


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


 


“Buyer
Ordinary Shares” means Ordinary Shares of Buyer.


 


“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.


 


“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 Seller to 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.


 






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“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 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.


 


“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.


 


“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.


 






    20


     


    

 


“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, Simrit Parmar and certain of the Company’s stockholders named thereto, as may be modified, amended and/or supplemented
from time to time.


 


“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.


 






    21


     


    

 


“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.


 


“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.


 






    22


     


    

 


“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.


 


“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.


 


“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).


 


“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.


 






    23


     


    

 


“Material Adverse
Effect” means,


 


(i) with
respect to any Person that is Buyer 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 (in the case of the Company) or Seller (in the case of Buyer) 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


 


(ii) with respect to
any Person that is 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.


 






    24


     


    

 


“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.


 


“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 Seller, Buyer 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.


 






    25


     


    

 


“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.


 


“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.


 






    26


     


    

 


“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.


 


“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.


 


“Seller”
is 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.


 


“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.


 






    27


     


    

 



 


“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 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.


 


“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.


 


“Warrant”
is defined in the Recitals.


 


“Warrant
Assignment” is defined in Section ‎1.2.


 


* * * * *


 


[Signature Page Follows]


 






    28


     


    

 


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, INC.	 
	 	 
	/s/  Simrit Parmar	 
	Name:    Simrit Parmar	 
	Title:    Authorized Signatory	 
	 	 
	VYSERION LIMITED	 
	 	 
	/s/ O NA	 
	Name:    O NA	 
	Title:     Director	 




 


[Signature Page to Stock Purchase Agreement]


 






     


     


    

 


SCHEDULE
1


 


Particulars


 


	Seller:	Vyserion Limited
	Common Stock:	1,250,000 shares of Class A Common Stock
	Closing Equity Consideration:	19,918,429 Buyer Ordinary Shares





 



    Schedule 1