0001104659-16-164388 Sample Contracts

Letter of Guarantee
Letter of Guarantee • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

This Letter of Guarantee (this “Guarantee”) is issued for all the obligations of the Purchaser under the Share Purchase Agreement (the “SPA”) by and among Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (limited partnership) (the “Purchaser”), Golden Meditech Stem Cells (BVI) Company Limited (the “Seller”), and Golden Meditech Holdings Limited on December 30, 2016. To guarantee the performance by the Purchaser of all its obligations under the SPA, Yafei Yuan (a citizen of the People’s Republic of China (the “PRC”), with an ID card number being 320114196412230933 and the domicile at Room 1, Building 18, Middle Block, No. 71 Hai Fu Lane, Baixia District, Nanjing), being the undersigned, hereby unconditionally and irrevocably, undertakes to the Seller as follows:

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Share Purchase Agreement
Share Purchase Agreement • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

The parties hereto each individually a “Party” or such “Party”, and collectively the “Parties”; and with respect to each other a “Party” or the other “Party”.

Profit Compensation Agreement
Profit Compensation Agreement • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

After friendly consultation, Party A and Party B hereby reach an agreement as follows for mutual observance in respect of the business performance commitment and compensation involved in the Proposed Transaction:

Memorandum of Understanding
Memorandum of Understanding • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks
Second Supplementary Agreement to Earnest Money Agreement By and between Sanpower Group Co., Ltd. And Golden Meditech Holdings Limited Dated December 2016
Earnest Money Agreement • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

The Second Supplementary Agreement to Earnest Money Agreement (this “Agreement”) is entered on December 30, 2016 (“Execution Date”) by and between

Agreement to Terminate the Share Sale and Purchase Agreement
Sale and Purchase Agreement • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks
Letter of Guarantee
Letter of Guarantee • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

This Letter of Guarantee (this “Guarantee”) is issued for all the obligations of the Purchaser under the Share Purchase Agreement (the “SPA”) by and among Nanjing Ying Peng Hui Kang Medical Industry Investment Partnership (limited partnership) (the “Purchaser”), Golden Meditech Stem Cells (BVI) Company Limited (the “Seller”), and Golden Meditech Holdings Limited on December 30, 2016. To guarantee the performance by the Purchaser of all its obligations under the SPA, Sanpower Group Co., Ltd. (“Sanpower”) (a limited liability company established and validly existing under the People’s Republic of China (“PRC”) laws, with its uniform social credit code being 913201002496667805), being the undersigned, hereby unconditionally and irrevocably, undertakes to the Seller as follows:

Agreement to Terminate the Profit Compensation Agreement
Profit Compensation Agreement • December 30th, 2016 • Golden Meditech Holdings LTD • Blank checks

This Agreement to Terminate the Profit Compensation Agreement (this “Agreement”) is made on the 30th day of December 2016 by and between:

Agreement to Terminate the Agreement to Purchase Assets by Share Issuance and Cash Payment
Golden Meditech Holdings LTD • December 30th, 2016 • Blank checks
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