DEPOSIT AGREEMENT by and among ANPAC BIO-MEDICAL SCIENCE CO., LTD. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2019Deposit Agreement • November 15th, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
DEPOSIT AGREEMENT, dated as of [●], 2019, by and among (i) ANPAC BIO-MEDICAL SCIENCE CO., LTD., a business company limited by shares incorporated in the British Virgin Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2023 • Fresh2 Group LTD • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 22, 2023, is by and among Fresh2 Group Limited, a company organized under the laws of the British Virgin Islands, with offices located at 650 5TH AVE STE 2416, NEW YORK, NY 10019-6108, United States (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2023 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2023, between AnPac Bio-Medical Science Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Virgin Islands
THIS INDEMNIFICIATION AGREEMENT (this “Agreement”) is made as of , 20 by and between AnPac Bio-Medical Science Co., Ltd., an exempted company with limited liability incorporated and existing under the laws of the British Virgin Islands (the “Company”) and ([Passport/ID] Number ) (the “Indemnitee”).
1,132,111 CLASS A ORDINARY SHARES IN THE FORM OF AMERICAN DEPOSITARY SHARES of ANPAC BIO-MEDICAL SCIENCE CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
It is understood that the several Underwriters are to make a public offering of the Public Shares as soon as the Representative deems it advisable to do so. The Public Shares are to be initially offered to the public at the public offering price set forth in the Prospectus Supplement. The Representative will take delivery of the Public Shares in the form of American Depositary Shares. The American Depositary Shares are to be issued pursuant to the Amended and Restated Deposit Agreement dated as of February 3, 2021 (the “Deposit Agreement”) among the Company, Citibank N.A. (the “Depositary”) and the owners and holders from time to time of the American Depositary Shares issued under the Deposit Agreement. Each American Depositary Share will represent the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement. The Ordinary Shares of the Company represented by the ADSs may hereinafter be referred to as the “Underlying Securities.”
AnPac Bio-Medical Science Co., Ltd. and , as Trustee FORM OF INDENTURE Dated as of ,Indenture • May 28th, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
INDENTURE, dated as of , , by and between AnPac Bio-Medical Science Co., Ltd., a company organized under the laws of the British Virgin Islands, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 5, 2021, is between AnPac Bio-Medical Science Co., Ltd., a company incorporated under the laws of the British Virgin Islands, with headquarter located at 801 Bixing Street, Bihu County, Lishui, Zhejiang Province 323006, People’s Republic of China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
FORM OF CERTIFICATED WARRANT]Pre-Funded Warrant Agreement • April 4th, 2023 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
THIS PRE-FUNDED WARRANT TO PURCHASE CLASS A ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from AnPac Bio-Medical Science Co., Ltd., a corporation incorporated under the laws of British Virgin Islands (the “Company”), up to ______ Class A Ordinary Shares (as defined below) of the Company, represented by __________ American Depositary Shares (“ADSs”), each ADS representing twenty (20) Class A Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of a Warrant under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). ’
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 4th, 2023 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and AnPac Bio-Medical Science Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of American depositary shares (the “Offered ADSs”), with each American depositary share (the “ADS”) representing twenty (20) Class A ordinary shares, par value US$0.01 per share, of the Company (the “Ordinary Shares”), pre-funded warrants (the “Pre-Funded Warrants”), to purchase ADSs (the “Pre-Funded Warrant ADSs”), and warrants (the “Warrants”), to purchase ADSs (the “Warrant ADSs”) (collectively with the Offered ADSs, Warrants and Pre-Funded Warrants, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon b
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 29th, 2024 • Fresh2 Group LTD • Services-medical laboratories • New York
WHEREAS, the Sellers desire to sell, and Purchaser desires to purchase, 100% common shares of the Company, for the consideration and on the terms and conditions set forth in this Agreement; and
SHARES PURCHASE AGREEMENTShares Purchase Agreement • March 25th, 2024 • Fresh2 Group LTD • Services-medical laboratories • New York
SHARES PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2024, by and between Fresh2 Group Limited, a British Virgin Islands corporation (the “Company”), and Hong Qin (the “Investor”).
August 17, 2017 Shareholders Agreement AnPac Bio-Medical Science Co., Ltd. A limited liability company incorporated in the British Virgin IslandsShareholders Agreement • October 31st, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Hong Kong
In this Agreement, Chris Chang Yu and CRS Company are hereinafter referred to individually as the “Founder” and collectively as the “Founders”; Founders and Ms Lin Yu are hereinafter referred to individually as the “Existing Major Shareholder” and collectively as the “Existing Major Shareholders”; EMPOWER Investment is hereinafter referred to individually as “Investor”; Existing Major Shareholders and other Shareholders of the Company shall be collectively referred to as the “Existing Shareholders”; Lishui Company, Yangzhou Company, Changwei Company, AnPac Shanghai Company, Xinshenpai Company, Medical Laboratory, Chengdu Company and AnPac U.S. are hereinafter referred to individually as the “Domestic And Foreign Company” and collectively as the “Domestic And Foreign Companies”; The Company and Domestic And Foreign Companies and all other direct or indirect, current or future subsidiaries of the above companies are referred to individually as “Group Company” and collectively as the “Gro
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant Agreement • December 5th, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WESTPARK CAPITAL, INC. (“WESTPARK”), UNIVEST SECURITIES LLC (“UNIVEST”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK, UNIVEST OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Employment AgreementEmployment Agreement • April 11th, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Shanghai
In accordance with the Labor Contract Law of the People’s Republic of China[, Regulation of Shanghai Municipality on Labor Contract,] and relevant laws, regulations and rules, Party A and Party B agree to enter into this Employment Agreement on the basis of equality, free will, fairness, justice, consensus through consultation and good faith.
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT AnPac Bio-Medical Science Co., Ltd.Securities Agreement • May 31st, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Delaware
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, [ ] or its assigns(the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the datehereof (the “ Initial Exercise Date ”) until May [ ], 2024 (the “ Termination Date ”), but not thereafter, to subscribe for and purchase from AnPac Bio-MedicalScience Co., Ltd., a British Virgin Islands corporation (the “ Company ”), up to [ ]American Depositary Shares (“ ADSs ”), each ADS representing one(1) Class A ordinary share, par value $0.01 per share, of the Company (the “ Ordinary Shares ”) (as subject to adjustment hereunder, the “ Warrant Shares ”) (theADSs issuable hereunder, the “ Warrant ADSs ”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined inSection 2(b).
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT AnPac Bio-Medical Science Co., Ltd.Security Agreement • May 31st, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Delaware
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until May [ ], 2024 (the “Termination Date”), but not thereafter, to subscribe for and purchase from AnPac Bio-Medical Science Co., Ltd., a British Virgin Islands corporation (the “Company”), up to [ ]American Depositary Shares (“ADSs”), each ADS representing one (1) Class A ordinary share, par value $0.01 per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 15th, 2023 • Fresh2 Group LTD • Services-medical laboratories
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2021, by and among AnPac Bio-Medical Science Co., Ltd. a British Virgin Islands corporation (the “Company”), and investors identified on the signatory pages to this Agreement (the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2022, by and between Anpac Bio-Medical Science Co., Ltd., a British Virgin Islands corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
Equity Investment AgreementEquity Investment Agreement • October 31st, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
Party A, namely AnPac Bio-Medical Science Co., Ltd., is a company with the registered address at Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands (“AnPac”). AnPac is devoted to the research and development and commercialization of its bio-medical technology. Its self-developed CDA detection technology platform has been applied to early cancer screening and detection. With research studies on approximately 40,000 samples, the CDA technology has been proven to have high sensitivity and specificity rates. AnPac is at the moment speeding up the penetration of its CDA technology platform in China and the United States, and accelerating its research and development and marketing work in these markets.
Investment Agreement (April 2, 2022)Investment Agreement • April 21st, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
Party A is a Nasdaq publically traded company AnPac Bio-Medical Science Co., Ltd., along with its subsidiaries including AnPac Bio-Medical Science (Shanghai) Co., Ltd. (“AnPac Bio”), whose innovative product named Cancer Differentiation Analysis Technology (CDA) has been validated on hundreds of thousands of samples, including multiple retrospective clinical studies, which have been proven that CDA technology’s cost of effectiveness, number of cancer types, and sensitivity and specificity are more superior than those of traditional methods. AnPac Bio is accelerating development and commercialization of its cancer testing products in China and US.
AMENDMENT AGREEMENTAmendment Agreement • February 15th, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
This Amendment Agreement (the “Agreement”), dated as of February 5, 2022, is entered into by and between Anpac Bio-Medical Science Co., Ltd., a British Virgin Islands exempted company (the “Company”), and the parties named on the signature pages hereto (each a “Holder” and collectively, the “Holders”), and amends the convertible debentures in the aggregate principal amount of $3,014,000 issued by the Company to the Holder on July 20, 2021 (the “Convertible Debentures”) pursuant to a Securities Purchase Agreement entered into between the Company and the Holders on July 20, 2021 (the “Securities Purchase Agreement”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR NASSAU ENTERPRISES LLCLimited Liability Company Agreement • July 7th, 2023 • Fresh2 Group LTD • Services-medical laboratories • Delaware
This Amended and Restated Limited Liability Company Agreement (hereinafter referred to as the "Agreement") is dated as of May 24th, 2023, by and among Foodbase Group Inc. and Haohan Xu (hereinafter referred to collectively as the "Members" and individually as a "Member") and Nassau Enterprises LLC, a Delaware limited liability company (hereinafter referred to as "Company").
Agreement of InvestmentInvestment Agreement • April 21st, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
Whereas AnPac Bio-Medical Science (Shanghai) Co., Ltd. (Party A, hereinafter referred to as “Anpac Shanghai”, the registered address: No., 860, Fuping Road, Putuo District, Shanghai) is a subsidiary of the parent company called Anpac Bio-Medical Science Co., Ltd. (stock code: ANPC, hereinafter referred to as “ANPC parent company”), with devotion in the development and industrialization of the bio-medical technology. The Cancer Differentiation Analysis technology (abbreviated as CDA), an early tumor detection technology originally invented by Party A and validated to be cost-effective by the preclinical retrospective control study on hundreds of thousands of cases in combination with cancer detection on health people, is a bit superior to the current traditional technology in terms of the scope, sensitivity and specificity of cancer detection. By stepping up business expansion for its cancer detection products on the market of health management and detection in both China and USA, AnPac
Dr. Chris Yu Chairman AnPac Bio-Medical Science Co., Ltd.. Dear Dr. Yu,Placement Agent Agreement • April 30th, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
This letter (the “Agreement”) constitutes the agreement between Univest Securities, LLC (“Univest”), or the (“Placement Agent/(s)”) and AnPac Bio-Medical Science Co., Ltd.., a company incorporated under the laws in the Cayman Island (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent of public offerings for the Company, on a “reasonable best efforts”, timely and effective basis, in connection with the proposed placement (the “Placement”) of securities and instruments, including Class A ordinary shares being represented by American depositary shares (ADSs), being registered within Company’s shelf registration statement to be on Form F-3(and F1 relating to or required for public offerings) (collectively the “Securities”), with the intention to conduct an raise sizing around $15,000,000. Univest shall use its best efforts to complete the Placement as soon as practical but no later than the Termination Date (as defined below) set forth herein
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 25th, 2024 • Fresh2 Group LTD • Services-medical laboratories • New York
This supplemental agreement (the “Supplemental Agreement”) is made and entered into as of [*] (the “Effective Date”), between Fresh2 Group Limited (the “Company”), and ***INC (the “Investor”) (Each, “Party”, or collectively, “Parties”).
Supplemental Convertible Loan AgreementSupplemental Convertible Loan Agreement • November 15th, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
SALARY CONVERSION AGREEMENTSalary Conversion Agreement • March 25th, 2024 • Fresh2 Group LTD • Services-medical laboratories
THIS SALARY CONVERSION AGREEMENT (the “Agreement”) is entered into as of March , 2024, by and between Fresh2 Group Limited (“Fresh2”) and [*] (“Employee”). Fresh2 and Employee may be referred to herein individually as a “Party” and collectively as the “Parties.”
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • July 7th, 2023 • Fresh2 Group LTD • Services-medical laboratories • New York
WHEREAS, the Seller desires to sell, and Purchaser desires to purchase 19.64% of the membership interests of the Company (“Purchased Interests”), for the consideration and on the terms and conditions set forth in this Agreement; and
PREFERENCE SHARE PURCHASE AGREEMENT AND LETTER OF INVESTMENT INTENTPreference Share Purchase Agreement • September 30th, 2020 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • New York
The undersigned (the “Investor”) hereby agrees to purchase Seven Hundred Thousand (700,000) Class A Preference Shares (the “Class A Preference Shares” or “Shares”) of AnPac Bio-Medical Science Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the “Company”). The Investor acknowledges that this Preference Share Purchase Agreement and Letter of Investment Intent (“Agreement”) is subject to the following terms and conditions:
Supplemental Convertible Loan AgreementSupplemental Convertible Loan Agreement • May 15th, 2020 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
THEREFORE, the Parties hereby enter into the following agreement on the loan of USD750,000 provided to Party B by the natural person designated by and acting in concert with Party A:
AnPac Bio-Medical Science Co., Ltd. Convertible DebentureConvertible Debenture • July 22nd, 2021 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
FOR VALUE RECEIVED, AnPac Bio-Medical Science Co., Ltd., a British Virgin Islands company (the "Company"), hereby promises to pay to the order of [ ], or its registered assigns (the "Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this "Deb
AMENDMENT to Securities Purchase AgreementSecurities Purchase Agreement • December 6th, 2023 • Fresh2 Group LTD • Services-medical laboratories • New York
This Amendment to Securities Purchase Agreement (this “Agreement”) is made and entered into as of December 6, 2023, by and among Fresh2 Group Limited, a company organized under the laws of the British Virgin Islands, with offices located at 650 5TH AVE STE 2416, NEW YORK, NY 10019-6108, United States (the “Company”), JAK OPPORTUNITIES V LLC (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”
Five-Party AgreementFive-Party Agreement • May 16th, 2022 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories
Based on the principles of equality, voluntariness, honesty and credibility, the above parties have reached agreement through consultation and reached the contract, and promised to abide by and implement it together.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 4th, 2023 • Fresh2 Group LTD • Services-medical laboratories • New York
WHEREAS, the Sellers desire to sell to Purchaser, and Purchaser desires to purchase from the Sellers the shares of common stock of the Company as set forth in Exhibit A, for the consideration and on the terms and conditions set forth in this Agreement; and
