0001193805-21-001121 Sample Contracts

Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • August 6th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [___], 2021 (the “Agreement”), is entered into by and among Cellect Biotechnology, Ltd., an Israeli company (the “Company”), Mr. Eyal Leibovitz (the “Representative”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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Letter of Agreement
Letter of Agreement • August 6th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus

In connection with your contribution to the contemplated Share Transfer Agreement between Cellect Biotechnology Ltd. (the “Company”) and EnCellX, Inc. (“NewCo”), and to NewCo’s continued success, the Company hereby undertakes to compensate you by way of bonus payment(s), in accordance with the following terms:

REPRESENTATIVE AGREEMENT
Representative Agreement • August 6th, 2021 • Cellect Biotechnology Ltd. • Surgical & medical instruments & apparatus

This Representative Agreement (“Agreement”) dated as of the [_____], 2021, is by and between Eyal Leibovitz (the “Representative”), EnCellX, Inc., a Delaware corporation (the “Company”) and Cellect Biotechnology, Ltd., an Israeli company (“Cellect”).

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