Common use of Conditions Precedent to Obligations of the Investor at Completion Clause in Contracts

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor: (a) the Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.5, provided, however, that to the extent any portion of any Company Warranty is already qualified as to materiality, such portion of such Company Warranty as so qualified shall remain true and correct in all respect; (b) the Company having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Company, Golden Meditech and GM Stem Cells having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board on or prior to the date hereof, each to the extent required by applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Notes to the Investor and the authorization and issue of the Shares to the Investor upon the conversion of the Notes; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; (ii) approval by the board of directors of each of Golden Meditech and GM Stem Cells, to the extent required by applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or whereby its respective assets are subject or bound, to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date) having been obtained or made, and copies thereof having been provided to the Investor (each certified by a duly authorized director to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor; (g) except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, and (ii) no material change in, and no event or circumstance that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Member; (h) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee to the Board and any committees thereof as selected by the Nominee Director Designee, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees to effect such election or appointment; (i) the Company having delivered to the Investor a copy of the register of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board and the committees thereof, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes the Nominee Director Designee; (j) the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director Designee, in substantially the form attached as Exhibit C hereto (“Indemnification Agreement”), (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that directors' and officers' indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the Investor; (k) the Company having delivered evidence to the reasonable satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 15.3; (l) the Company having delivered to the Investor a certificate of good standing issued by (i) the Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company incorporated in the British Virgin Islands; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) there being no outstanding comments from the SEC regarding any filings by the Company; (o) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (n) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (p) the Investor having received legal opinions from: (i) Cxxxxxx Dxxx & Pxxxxxx, the Company's Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit F, (ii) Junzejun, the Company's PRC legal counsel, in form and substance satisfactory to the Investor; (iii) Mxxxxx Xxxxxxx, the Company's Hong Kong legal counsel, in substantially the form attached hereto as Exhibit H, and (iv) Loeb & Loeb LLP, the Company's New York legal counsel, in substantially the form attached hereto as Exhibit I, each dated as of the Completion Date; (q) The board, shareholder(s) and investment committee of the Investor shall have approved the execution, delivery and performance by the Investor of this Agreement and each other Transaction Document to which it is a party and all transactions contemplated hereby or thereby; and (r) NYSE having conditionally approved the listing of the Conversion Shares on NYSE, subject only to official notice of issuance.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Notes Sale Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor: (a) the Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.56.4, provided, however, that to the extent any portion of any Company Warranty is already qualified as to materiality, such portion of such Company Warranty as so qualified shall remain true and correct in all respect; (b) the Company having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Company, Golden Meditech and GM Stem Cells Company having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) include approval by the Board on or prior to the date hereof, each to the extent required by applicable law and Company Charter Documents, of the following: (1i) the authorization and issuance sale of Notes to the Investor and the authorization and issue of the Sale Shares to the Investor upon the conversion of the NotesInvestor; and (2ii) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; (ii) approval by the board of directors of each of Golden Meditech and GM Stem Cells, to the extent required by applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or whereby its respective assets are subject or bound, to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date) ), including, but without limitation, a waiver pursuant to which KKR waives its preemptive right as provided under the Convertible Note Purchase Agreement dated as of April 12, 2012 by and between the Company and KKR in respect of the sale of Sale Shares and other transactions contemplated by this Agreement and otherwise consents to such sale and the South BVI Transaction and related transactions (the “KKR Consent”), having been obtained or made, and copies thereof having been provided to the Investor (each certified by a duly authorized director to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor; (g) except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, and (ii) other than as required by applicable accounting standards, no material change in, and no event or circumstance that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Member; (h) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee to the Board and any committees thereof as selected by the Nominee Director DesigneeBoard, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees to effect such election or appointment; (i) the Company having delivered to the Investor a copy of the register of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board and the committees thereofBoard, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes the Nominee Director DesigneeDirector; (j) the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director DesigneeDirector, in substantially the form attached as Exhibit C A hereto (“Indemnification Agreement”), and (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that directors' ’ and officers' ’ indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the InvestorDirector; (k) without limiting the Company having delivered evidence to generality of Section 3.1(e), there being no objection from the reasonable satisfaction of NYSE regarding the Investor of transactions contemplated by this Agreement and the appointment of a Process Agent pursuant to Section 15.3other transaction documents; (l) the Company having delivered to the Investor a certificate of good standing issued by (i) the Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company incorporated in the British Virgin Islands; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (n) there being no outstanding comments from the SEC regarding any filings by the Company; (o) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (n) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (p) the Investor having received legal opinions from: (i) Cxxxxxx Dxxx from Xxxxxxx Xxxx & PxxxxxxXxxxxxx, the Company's Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit FB, (ii) Junzejun, the Company's PRC legal counsel, in form and substance satisfactory to the Investor; (iii) Mxxxxx Xxxxxxx, the Company's Hong Kong legal counsel, in substantially the form attached hereto as Exhibit H, and (iv) Loeb & Loeb LLP, the Company's New York legal counsel, in substantially the form attached hereto as Exhibit I, each dated as of the Completion Date; (qm) The board, shareholder(s) and investment committee the shareholders of the Investor shall have approved approved, and adopted all resolutions as may be necessary or incidental to approve, implement or effect, the execution, delivery and performance by the Investor of this Agreement and Agreement, each other Transaction Document and the South BVI Agreement to which it is a party and all transactions contemplated hereby or therebythereby (“Investor Shareholder Approval”); and (rn) NYSE having conditionally approved all the listing conditions precedent set forth in Section 3 of the Conversion Shares on NYSE, subject only to official notice South BVI Agreement (other than those conditions precedent that by their terms cannot be fulfilled until the closing of issuancethe South BVI Transaction) shall have been satisfied or waived in writing and the completion of the South BVI Transaction shall take place simultaneously with Completion.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Notes Purchased Shares at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor: (a) the Company Warranties and the Key Holder Warranties remaining true and correct in all material respects (it being understood that any Company Warranty or Key Holder Warranty qualified as to “materiality,” “Material Adverse Change,” “in all material respects” or similar wording set forth therein shall be true and correct in all respects) on the Completion Date as provided in Section 6.5, provided, however, 6.5 (except for those warranties that to the extent any portion speak as of any Company Warranty is already qualified as to materialitya specific date in which case, such portion of such Company Warranty as so qualified warranties shall remain be true and correct in all respectmaterial respects as of such date); (b) each of the Company Company, XD Engineering and Xx. Xxx having performed and complied in all material respects with all of its or his agreements and obligations contained in the Transaction Documents to which it or he is a party that are required to be performed or complied with by it or him on or before Completion; (c) Each of the Company, Golden Meditech Company and GM Stem Cells XD Engineering having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) approval by the Board and the written consent of XD Engineering and Xx. Xxx as stockholders of the Company on or prior to the date hereof, each to the extent required by the applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Notes the Series D Preferred Stock to the Investor and the authorization and issue of the Shares to the Investor upon the conversion of the NotesInvestor; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby;. (ii) approval by the board of directors and the stockholder(s) of each of Golden Meditech and GM Stem CellsXD Engineering, to the extent required by the applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) the amendment to the Amended Articles of Incorporation of the Company in the form attached hereto as Exhibit C having been duly adopted. (e) the amendment to the By-laws of the Company in the form attached hereto as Exhibit D having been duly adopted; (f) all consents and approvals of, notices to and filings or registrations (collectively, the "Approval") with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company Company, XD Engineering, or Xx. Xxx or whereby its their respective assets are subject or bound, to consummate the transactions contemplated under by this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date) including the Nasdaq Stockholder Approval, having been obtained or made, made and copies thereof having been provided to the Investor (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date); (eg) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against XD Engineering, Xx. Xxx, the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, statute or regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in by the Transaction Documents; (fh) each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor; (gi) except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, no Material Adverse Change ; (j) the Company having delivered to the Investor a copy of the register of directors of the Board as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board, certified by a duly authorized director of the Board and the Secretary of the Company to be true, complete and correct copies thereof, and reflecting that the two Series D Director Designees have been duly elected to the Board immediately prior to the Completion; (k) the Company having delivered to the Investor (i) no material adverse change in, and no change duly executed director indemnification agreements in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects favor of the GroupSeries D Directors, taken in substantially the form attached as a wholeExhibit E hereto, and (ii) evidence that the Company's existing directors' and officers' liability insurance policy that (x) is maintained by the Company covering an aggregate limit of liability of no material change inless than US$10 million, and no event or circumstance (y) has been amended to provide coverage in respect of the Series D Directors in an amount equal to that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Memberextended to the Company’s current directors; (hl) the Company having delivered evidence to the satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 14.3; (m) the Company having delivered to the Investor evidence to the satisfaction of the Investor that the Company is validly existing and in good standing in the State of Nevada; (n) the Company having delivered to the Investor evidence to the satisfaction of the Investor that the Company has engaged a Big 4 Accounting Firm as the Auditor on or prior to the date hereof and such Auditor having conducted standard opening balance audit procedures and having not resigned; (o) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit F-1; (p) the due filing of the Certificate of Designation with the Secretary of the State of State of Nevada; (q) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee Series D Directors to the Board and any committees thereof as selected by the Nominee Director DesigneeCompensation Committee thereof, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees the Compensation Committee thereof to effect such election or appointment; (ir) the Company Xx. Xxx having delivered to the Investor a copy acquired all of the register Equity Securities of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board and the committees thereof, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes the Nominee Director DesigneeXD Engineering; (j) the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director Designee, in substantially the form attached as Exhibit C hereto (“Indemnification Agreement”), (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that directors' and officers' indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the Investor; (k) the Company having delivered evidence to the reasonable satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 15.3; (l) the Company having delivered to the Investor a certificate of good standing issued by (i) the Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company incorporated in the British Virgin Islands; (m) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (ns) there being no outstanding comments from the SEC regarding any filings by the Company; (ot) there having been no suspension in trading of the Company Common Stock; (u) each of the Company, XD Engineering and Xx. Xxx having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Companysuch Person, certifying that the conditions set forth in paragraphs (a) through (ns) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (pv) there being no valid injunction that restrains or prohibits the Investor from performing its obligations under any Transaction Document; (w) the Investor having received legal opinions from: (i) Cxxxxxx Dxxx & Pxxxxxx, the Company's Cayman Islands Nevada legal counsel, in substantially the form attached hereto as Exhibit F, and (ii) Junzejun, the Company's PRC legal counsel, in form and substance satisfactory to the Investor; (iii) Mxxxxx Xxxxxxx, the Company's Hong Kong legal counsel, in substantially the form attached hereto as Exhibit H, and (iv) Loeb & Loeb LLP, the Company's New York legal counsel, in substantially and (v) the form attached hereto as Exhibit ICompany's British Virgin Islands legal counsel,, each dated as of the Completion Date; (q) The board, shareholder(s) Date in form and investment committee substance to the satisfaction of the Investor shall have approved the execution, delivery and performance by the Investor of this Agreement and each other Transaction Document to which it is a party and all transactions contemplated hereby or therebyInvestor; and (rx) NYSE Nasdaq having conditionally approved the listing of the Conversion shares of Common Stock issuable upon conversion of the Purchased Shares on NYSE, subject only to official notice of issuanceNasdaq.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor: (a) the Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.5, provided, however, that to the extent any portion of any Company Warranty is already qualified as to materiality, such portion of such Company Warranty as so qualified shall remain true and correct in all respect; (b) the Company having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Company, Golden Meditech and GM Stem Cells Company having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) include approval by the Board on or prior to the date hereof, each to the extent required by applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Notes to the Investor and the authorization and issue of the Shares to the Investor upon the conversion of the Notes; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; (ii) approval by the board of directors of each of Golden Meditech and GM Stem Cells, to the extent required by applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or whereby its respective assets are subject or bound, to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date) having been obtained or made, and copies thereof having been provided to the Investor (each certified by a duly authorized director to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor; (g) except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, and (ii) no material change in, and no event or circumstance that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Member; (h) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee to the Board and any committees thereof as selected by the Nominee Director DesigneeDirector, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees to effect such election or appointment; (i) the Company having delivered to the Investor a copy of the register of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board and the committees thereof, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes the Nominee Director DesigneeDirector; (j) the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director Designee, in substantially the form attached as Exhibit C hereto (“Indemnification Agreement”), (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that directors' and officers' indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the Investor; (k) the Company having delivered evidence to the reasonable satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 15.3; (l) the Company having delivered to the Investor a certificate of good standing issued by (i) the Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company incorporated in the British Virgin Islands; (mk) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (nl) there being no outstanding comments from the SEC regarding any filings by the Company; (om) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (nl) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (pn) the Investor having received legal opinions from: (i) Cxxxxxx Dxxx Xxxxxxx Xxxx & PxxxxxxXxxxxxx, the Company's ’s Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit FC, (ii) Junzejun, the Company's ’s PRC legal counsel, in form and substance satisfactory to the Investor; (iii) Mxxxxx Xxxxxx Xxxxxxx, the Company's ’s Hong Kong legal counsel, in substantially the form attached hereto as Exhibit HD, and (iv) Loeb & Loeb LLP, the Company's ’s New York legal counsel, in substantially the form attached hereto as Exhibit IE, each dated as of the Completion Date; (qo) The board, shareholder(sboard and shareholders (if required) and investment committee of the Investor shall have approved the execution, delivery and performance by the Investor of this Agreement and all transactions contemplated hereby, and, to the extent required, each other Transaction Document to which it is a party and all transactions contemplated hereby or thereby; and (rp) NYSE having conditionally approved the listing of the Conversion Shares on NYSE, subject only to official notice of issuance.

Conditions Precedent to Obligations of the Investor at Completion. The obligation of the Investor to complete the purchase of the Notes at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Investor: (a) the Company Warranties remaining true and correct in all material respects on the Completion Date as provided in Section 6.5, provided, however, that to the extent any portion of any Company Warranty is already qualified as to materiality, such portion of such Company Warranty as so qualified shall remain true and correct in all respect; (b) the Company having performed and complied in all material respects with all of its agreements and obligations contained in the Transaction Documents to which it is a party that are required to be performed or complied with by it on or before Completion; (c) the Company, Golden Meditech and GM Stem Cells Company having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby, and having provided copies of all resolutions (and all attachments thereto) described below to the Investor (each certified by a duly authorized director to be true, complete and correct copies as of the Completion Date) which corporate procedures shall include: (i) include approval by the Board on or prior to the date hereof, each to the extent required by applicable law and Company Charter Documents, of the following: (1) the authorization and issuance of Notes to the Investor and the authorization and issue of the Shares to the Investor upon the conversion of the Notes; and (2) the execution, delivery and performance by the Company of each Transaction Document to which it is a party and all the transactions contemplated thereby; (ii) approval by the board of directors of each of Golden Meditech and GM Stem Cells, to the extent required by applicable law or its charter documents, of the execution, delivery and performance by such entity and the Company of each Transaction Document to which it is a party and all transactions contemplated thereby; (d) all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required pursuant to any applicable law of any Governmental Authority (including any anti-trust, competition or similar legal requirements in any jurisdiction), or pursuant to any contract binding on the Company or whereby its respective assets are subject or bound, to consummate the transactions contemplated under this Agreement and the other Transaction Documents (to the extent that such transactions are to be completed on or prior to the Completion Date) having been obtained or made, and copies thereof having been provided to the Investor (each certified by a duly authorized director to be true, complete and correct copies thereof as of the Completion Date); (e) there being no Governmental Authority or other Person that has: (i) instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Company or any other Group Member to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or under any Transaction Document or requested any information in connection with the possible institution of any such proceedings or inquiry; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay implementation of the transactions contemplated under any Transaction Document or the operation of any Group Member or the operation of any Group Member after Completion as contemplated in the Transaction Documents; (f) each of the Transaction Documents having been executed by each party thereto other than the Investor and delivered to the Investor; (g) except as may be the result of the announcement of the transactions contemplated hereby, there having been since the date of this Agreement, (i) no material adverse change in, and no change in circumstances that has a material adverse impact on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, and (ii) no material change in, and no event or circumstance that has occurred and could result in any material change or amendment to, any historical financial statement of any Group Member; (h) completion of all appropriate actions to elect or appoint at Completion the Nominee Director Designee to the Board and any committees thereof as selected by the Nominee Director DesigneeDirector, including, if necessary, taking such appropriate actions to increase the size of the Board and such committees to effect such election or appointment; (i) the Company having delivered to the Investor a copy of the register of directors and officers of the Company as at the Completion Date and copies of all resolutions and documentation evidencing the composition of the Board and the committees thereof, certified by a duly authorized director of the Board to be true, complete and correct copies thereof, and reflecting that the Board (and the relevant committees) includes the Nominee Director DesigneeDirector; (j) the Company having delivered to the Investor (i) duly executed director indemnification agreement in favor of the Nominee Director Designee, in substantially the form attached as Exhibit C hereto (“Indemnification Agreement”), (ii) duly executed Indemnification Priority and Information Sharing Agreement attached as Exhibit D hereto and (iii) evidence that directors' and officers' indemnity insurance has been provided in respect of the Nominee Director Designee in an amount, and from an insurer that is reasonably satisfactory to the Investor; (k) the Company having delivered evidence to the reasonable satisfaction of the Investor of the appointment of a Process Agent pursuant to Section 15.3; (l) the Company having delivered to the Investor a certificate of good standing issued by (i) the Cayman Islands Registrar of Companies in connection with the Company and each Subsidiary of the Company incorporated in the Cayman Islands, and (ii) the British Virgin Islands Registrar of Corporate Affairs in connection with each Subsidiary of the Company incorporated in the British Virgin Islands; (mk) the Company having provided a certificate of incumbency and authority in the form attached at Exhibit B; (nl) there being no outstanding comments from the SEC regarding any filings by the Company; (om) the Company having delivered to the Investor (i) a certificate, dated the Completion Date and signed by an authorized signatory of the Company, certifying that the conditions set forth in paragraphs (a) through (nl) of this Section 3.1 have been satisfied and (ii) such other evidence of the satisfaction of such conditions as the Investor may reasonably request; (pn) the Investor having received legal opinions from: (i) Cxxxxxx Dxxx & Pxxxxxx, the Company's Cayman Islands legal counsel, in substantially the form attached hereto as Exhibit FC, (ii) Junzejun, the Company's PRC legal counsel, in form and substance satisfactory to the Investor; (iii) Mxxxxx Xxxxxxx, the Company's Hong Kong legal counsel, in substantially the form attached hereto as Exhibit HD, and (iv) Loeb & Loeb LLP, the Company's New York legal counsel, in substantially the form attached hereto as Exhibit IE, each dated as of the Completion Date; (qo) The board, shareholder(sboard and shareholders (if required) and investment committee of the Investor shall have approved the execution, delivery and performance by the Investor of this Agreement and all transactions contemplated hereby, and, to the extent required, each other Transaction Document to which it is a party and all transactions contemplated hereby or thereby; and (rp) NYSE having conditionally approved the listing of the Conversion Shares on NYSE, subject only to official notice of issuance.