SEC Form SC 13E3/A filed
$CBMG
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
CELLULAR BIOMEDICINE GROUP, INC.
(Name of the Issuer)
Cellular Biomedicine Group, Inc.
CBMG Holdings
CBMG Merger Sub Inc.
Yunfeng Fund III, L.P.
Yunfeng Investment III, Ltd.
Yunfeng Capital Limited
TF Capital Ranok Ltd.
TF Capital Fund III L.P.
Winsor Capital Limited
TF I Ltd.
Tony (Bizuo) Liu
Yihong Yao
Li (Helen) Zhang
Chengxiang (Chase) Dai
Dangdai International Group Co., Limited
Mission Right Limited
Wealth Map Holdings Limited
Earls Mill Limited
Sailing Capital Overseas Investments Fund, L.P.
Sailing Capital Overseas Investments GP, Ltd
OPEA SRL
Maplebrook Limited
Full Moon Resources Limited
Viktor Pan
Zheng Zhou
Novartis AG
Novartis Pharma AG
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
15117P102
(CUSIP Number of Class of Securities)
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Andrew Chan
Cellular Biomedicine Group, Inc.
209 Perry Parkway, Suite 13
Gaithersburg, Maryland 20877
(301) 825-5320
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Xin Huang
CBMG Holdings
Room 3501, 35th floor, K. Wah Centre, No. 1010,
Middle Huaihai Rd.
Shanghai 200031, China
+852 2516 6363
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With copies to:
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William Fong, Esq.
White & Case LLP
9th Floor Central Tower
28 Queen’s Road Central
Hong Kong SAR
+852 2822 8700
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Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
(212) 819-8200
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Nima Amini, Esq.
O’Melveny & Myers LLP
31/F AIA Central
1 Connaught Road Central
Hong Kong SAR
+852 3512 2300
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(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing
Statement)
This
statement is filed in connection with (check the appropriate
box):
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a.
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☒
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The
filing of solicitation materials or an information statement
subject to Regulation 14A (§§240.14a-1 through
240.14b-2), Regulation 14C (§§240.14c-1 through
240.14c-101) or Rule 13e-3(c) ((§§240.13e-3(c)) under the
Securities Exchange Act of 1934.
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b.
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☐
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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☐
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A
tender offer.
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d.
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☐
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None of
the above.
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Check
the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary
copies: ☐
Check
the following box if the filing is a final amendment reporting the
results of the transaction: ☒
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$217,011,577.27
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$23,675.96
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*
For purposes of
calculating the filing fee only, the maximum aggregate value was
determined based upon the sum of: (A) 10,181,058 shares of
common stock outstanding as of September 28, 2020, multiplied by
the merger consideration of $19.75 per share (calculated as
19,450,353 shares of common stock outstanding as of September 28,
2020 minus 9,269,295 shares held by Rollover Stockholders (as
defined below in this statement) as of September 28, 2020);
(B) 1,476,742 shares of common stock issuable upon the
exercise of options to purchase shares of common stock outstanding
as of September 28, 2020, with a per share exercise price below
$19.75, multiplied by $9.31 (the difference between $19.75 per
share and the weighted average exercise price of $10.44 per share);
(C) 110,745 shares of common stock subject to restricted stock
units outstanding as of September 28, 2020, other than restricted
stock units held by the Management Rollover Stockholders (as
defined below in this statement), multiplied by the merger
consideration of $19.75 per share; and (D) 0 shares of common
stock subject to performance-based restricted stock units
outstanding as of September 28, 2020, multiplied by the merger
consideration of $19.75 per share.
**
The filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, is calculated by multiplying the maximum aggregate
value of the transaction by 0.0001091.
☒
Check the box if
any part of the fee is offset as provided by §240.0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount
Previously paid: $23,675.96
Form or
Registration No.: Schedule 14A (File No. 001-36498)
Filing
Party: Cellular Biomedicine Group, Inc.
Date
Filed: October 9, 2020
Introduction
This
final amendment (the “Final Amendment”) to the Rule
13e-3 Transaction Statement on Schedule 13E-3, together with the
exhibits thereto (this “Transaction Statement”), is
being filed with the U.S. Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the “Exchange
Act”), by (i) Cellular Biomedicine Group, Inc., a
Delaware corporation (the “Company”), (ii) CBMG
Holdings, an exempted company with limited liability incorporated
under the laws of the Cayman Islands (“Parent”), (iii)
CBMG Merger Sub Inc., a Delaware corporation (“Merger
Sub”), (iv) Yunfeng Fund III, L.P., an exempted limited
partnership established under the laws of the Cayman Islands,
(v) Yunfeng Investment III, Ltd., an exempted company with
limited liability incorporated under the laws of the Cayman
Islands, (vi) Yunfeng Capital Limited, an exempted company
with limited liability incorporated under the laws of the Cayman
Islands, (vii) TF Capital Ranok Ltd., a company with limited
liability incorporated under the laws of the British Virgin
Islands, (viii) TF Capital Fund III L.P., an exempted limited
partnership established under the laws of the Cayman Islands,
(ix) Winsor Capital Limited, a company with limited liability
incorporated under the laws of the British Virgin Islands,
(x) TF I Ltd., a company with limited liability incorporated
under the laws of the British Virgin Islands, (xi) Tony (Bizuo)
Liu, Chief Executive Officer, Chief Financial Officer and a
director of the Company, (xii) Yihong Yao, Chief Scientific
Officer of the Company, (xiii) Li (Helen) Zhang, Chief
Production Officer of the Company, (xiv) Chengxiang (Chase)
Dai, General Manager of the Regenerative Medicine Business Unit of
the Company, (xv) Dangdai International Group Co., Limited, a
private company limited by shares organized under the laws of Hong
Kong, (xvi) Mission Right Limited, a company with limited
liability incorporated under the laws of the British Virgin
Islands, (xvii) Wealth Map Holdings Limited, a company with
limited liability incorporated under the laws of the British Virgin
Islands, (xviii) Earls Mill Limited, a company with limited
liability incorporated under the laws of the British Virgin
Islands, (xix) Sailing Capital Overseas Investments Fund,
L.P., an exempted limited partnership established under the laws of
the Cayman Islands, (xx) Sailing Capital Overseas Investments
GP, Ltd, an exempted company with limited liability incorporated
under the laws of the Cayman Islands, (xxi) OPEA SRL, a
company organized under the laws of Italy, (xxii) Maplebrook
Limited, an exempted company with limited liability incorporated
under the laws of the Cayman Islands, (xxiii) Full Moon
Resources Limited, a company with limited liability incorporated
under the laws of the British Virgin Islands, (xxiv) Viktor
Pan, (xxv) Zheng Zhou, (xxvi) Novartis AG, a corporation
organized under the laws of Switzerland and (xxvii) Novartis
Pharma AG, a corporation organized under the laws of Switzerland
(the persons identified in clauses (i) through (xxvii),
collectively, the “Filing Persons”). In this
Transaction Statement, (i) Messrs. Liu, Yao and Dai and
Ms. Zhang are referred to, collectively, as the
“Management Rollover Stockholders,” (ii) the Management
Rollover Stockholders, together with Dangdai International Group
Co., Limited, Mission Right Limited, Wealth Map Holdings Limited,
Earls Mill Limited, OPEA SRL, Maplebrook Limited, Full Moon
Resources Limited and Messrs. Pan and Zhou, are referred to,
collectively, as the “Consortium Rollover
Stockholders,” (iii) the Consortium Rollover Stockholders and
Novartis Pharma AG are referred to, collectively, as the
“Rollover Stockholders,” (iv) Yunfeng Fund III, L.P.,
TF Capital Fund III L.P., Velvet Investment Pte. Ltd. and
Mr. Liu are referred to, collectively, as the “Equity
Investors,” and (v) the Rollover Stockholders, Parent,
Merger Sub, the Equity Investors, Yunfeng Capital Limited, TF
Capital Ranok Ltd., Winsor Capital Limited and TF I Ltd. are
referred to, collectively, as the
“Participants.”
This
Transaction Statement relates to an Agreement and Plan of Merger,
dated as of August 11, 2020 (the “Merger
Agreement”), by and among Parent, Merger Sub and the Company.
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly-owned subsidiary of
Parent.
This
Final Amendment is being filed pursuant to Rule 13E-3(d)(3) to
report the results of the transaction that is the subject of this
Transaction Statement. Except as set forth in this Final Amendment,
all information in this Transaction Statement remains
unchanged.
While
each of the Filing Persons acknowledges that the Merger is a
“going private transaction” for purposes of Rule 13e-3
promulgated under the Exchange Act, the filing of this Transaction
Statement shall not be construed as an admission by any Filing
Person, or by any affiliate of a Filing Person, that the Company is
“controlled” by any other Filing Person or any of its
affiliates.
All
information concerning each Filing Person contained in, or
incorporated by reference into, this Transaction Statement and the
Proxy Statement was supplied by such Filing Person.
Item 15. Additional Information
(c)
Other Material Information. The
information set forth in response to Item 1011(c) of Regulation M-A
is hereby amended and supplemented as follow:
On
February 19, 2021, the Company filed a Certificate of Merger with
the Secretary of State of the State of Delaware, pursuant to which
the Merger became effective on February 19, 2021. At the effective time of the
Merger, each share of the Common Stock outstanding immediately
prior to the effective time of the Merger (other than
(i) shares of Common Stock held by Parent, Merger Sub or any
other direct or indirect wholly-owned subsidiary of Parent and
shares of Common Stock owned by the Company and (ii) certain
shares of Common Stock owned by the Rollover Stockholders) was
automatically cancelled and converted into the right to receive
$19.75 in cash, without interest and subject to any applicable
withholding tax.
Upon
the effective time of the Merger, the Company became a wholly-owned
subsidiary of Parent. In connection with the closing of the Merger,
the Company notified the Nasdaq Global Select Market
(“Nasdaq”) on February 19, 2021 that each share of
Common Stock (except as described above) was converted into the
right to receive $19.75 in cash pursuant to the Merger Agreement
(as described above), and the Company requested that Nasdaq file a
Form 25 with the SEC to remove the Common Stock from listing on
Nasdaq and deregister the Common Stock pursuant to the Exchange
Act. The Company intends to file with the SEC a Form 15 requesting
the suspension of reporting obligations with respect to the Common
Stock under Sections 13 and 15(d) of the Exchange Act.
1
Item 16. Exhibits
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(a)(1)
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Definitive
Proxy Statement of Cellular Biomedicine Group, Inc. (the
“Proxy Statement”) (incorporated herein by reference to
the Schedule 14A filed concurrently with the U.S. Securities and
Exchange Commission).
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(a)(2)
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Form of
Proxy Card (incorporated herein by reference to the Proxy
Statement).
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(a)(3)
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Letter
to Cellular Biomedicine Group, Inc. Stockholders (incorporated
herein by reference to the Proxy Statement).
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(a)(4)
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Notice
of Special Meeting of Stockholders (incorporated herein by
reference to the Proxy Statement).
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Press
Release issued by Cellular Biomedicine Group, Inc., dated
August 12, 2020 (incorporated herein by reference to Exhibit
99.1 to Cellular Biomedicine Group, Inc.’s Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Letter
to Employees, dated August 12, 2020 (incorporated herein by
reference to Cellular Biomedicine Group, Inc.’s Schedule 14A
filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Cellular
Biomedicine Group, Inc.’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 filed on February 28,
2020 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2020 filed on May 6, 2020
(incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2020 filed on
August 12, 2020 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2020 filed on November 9,
2020 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on January
26, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on January
28, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on January 29,
2021 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on February
1, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Press
Release issued by Cellular Biomedicine Group, Inc., dated February
8, 2021 (incorporated herein by reference to Exhibit 99.1 to
Cellular Biomedicine Group, Inc.’s Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on February
8, 2021).
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(a)(16)
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Press
Release issued by Cellular Biomedicine Group, Inc., dated February
19, 2021 (incorporated herein by reference
to Exhibit 99.1 to Cellular Biomedicine Group, Inc.’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on February 19, 2021).
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(c)(1)
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Opinion
of Jefferies LLC, dated August 10, 2020 (incorporated herein
by reference to Annex B of the Proxy Statement).
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Discussion
Materials of Jefferies LLC dated March 22, 2020.*
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Discussion
Materials of Jefferies LLC dated July 24, 2020.*
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Presentation
of Jefferies LLC dated August 10, 2020.*
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(d)(1)
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Agreement
and Plan of Merger, dated as of August 11, 2020, by and among
CBMG Holdings, CBMG Merger Sub Inc. and Cellular Biomedicine Group,
Inc. (incorporated herein by reference to Annex A of the Proxy
Statement).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Tony (Bizuo) Liu and CBMG Holdings (incorporated herein by
reference to Exhibit 14 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Yunfeng Fund III, L.P. and CBMG Holdings (incorporated herein by
reference to Exhibit 15 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
TF Capital Fund III L.P. and CBMG Holdings (incorporated herein by
reference to Exhibit 16 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Velvet Investment Pte. Ltd. and CBMG Holdings (incorporated herein
by reference to Exhibit 17 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of Tony (Bizuo) Liu, dated as of August 11, 2020, by
and between Tony (Bizuo) Liu and Cellular Biomedicine Group, Inc.
(incorporated herein by reference to Exhibit 19 to Amendment
No. 5 to Mr. Tony (Bizuo) Liu’s Schedule 13D filed
with the U.S. Securities and Exchange Commission on August 12,
2020).
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Limited
Guarantee of Yunfeng Fund III, L.P., dated as of August 11,
2020, by and between Yunfeng Fund III, L.P. and Cellular
Biomedicine Group, Inc. (incorporated herein by reference to
Exhibit 20 to Amendment No. 5 to Mr. Tony (Bizuo)
Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of TF Capital Fund III L.P., dated as of August 11,
2020, by and between TF Capital Fund III L.P. and Cellular
Biomedicine Group, Inc. (incorporated herein by reference to
Exhibit 21 to Amendment No. 5 to Mr. Tony (Bizuo)
Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of Velvet Investment Pte. Ltd., dated as of
August 11, 2020, by and between Velvet Investment Pte. Ltd.
and Cellular Biomedicine Group, Inc. (incorporated herein by
reference to Exhibit 22 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Interim
Investors Agreement, dated as of August 11, 2020, by and among
CBMG Holdings, CBMG Merger Sub Inc. and the Consortium Rollover
Stockholders (incorporated herein by reference to Exhibit 23 to
Amendment No. 5 to Mr. Tony (Bizuo) Liu’s Schedule
13D filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Rollover
and Support Agreement, dated as of August 11, 2020, by and
among CBMG Holdings, CBMG Merger Sub Inc., Tony (Bizuo) Liu, Yihong
Yao, Li (Helen) Zhang, Chengxiang (Chase) Dai, Dangdai
International Group Co., Limited, Mission Right Limited, Wealth Map
Holdings Limited, Earls Mill Limited, OPEA SRL, Maplebrook Limited,
Full Moon Resources Limited, Viktor Pan and Zheng Zhou
(incorporated herein by reference to Exhibit 18 to Amendment
No. 5 to Mr. Tony (Bizuo) Liu’s Schedule 13D filed
with the U.S. Securities and Exchange Commission on August 12,
2020).
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Rollover
and Support Agreement, dated as of August 11, 2020, by and
among CBMG Holdings, CBMG Merger Sub Inc. and Novartis Pharma AG
(incorporated herein by reference to Exhibit 99.4 to Novartis
AG’s and Novartis Pharma AG’s Schedule 13D filed with
the U.S. Securities and Exchange Commission on August 14,
2020).
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Loan
Agreement, dated as of January 28, 2020, between Cellular
Biomedicine Group, Inc. and Winsor Capital Limited (incorporated
herein by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on January 29,
2020).
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Convertible
Promissory Note, dated as of January 28, 2020, issued by
Cellular Biomedicine Group, Inc. to Winsor Capital
Limited.*
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Amendment
Letter, dated as of August 11, 2020, to the Loan Agreement
between Winsor Capital Limited and Cellular Biomedicine Group, Inc.
dated January 28, 2020 and to the Convertible Promissory Note
issued by Cellular Biomedicine Group, Inc. to Winsor Capital
Limited, dated January 30, 2020 (incorporated herein by
reference to Exhibit 24 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Loan
Agreement, dated as of August 11, 2020, between Yunfeng
Capital Limited and Cellular Biomedicine Group, Inc. (incorporated
herein by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on August 12,
2020).
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Convertible
Promissory Note, dated as of August 14, 2020, issued by
Cellular Biomedicine Group, Inc. to Yunfeng Capital
Limited.*
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3
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Share
Purchase Agreement, dated as of September 25, 2018, by and
among Novartis Pharma AG, Cellular Biomedicine Group, Inc. and
Shanghai Cellular Biopharmaceutical Group Ltd. (incorporated herein
by reference to Exhibit 10.2 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 27,
2018).
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Registration
Rights Agreement, dated as of September 26, 2018, by and
between Novartis Pharma AG and Cellular Biomedicine Group, Inc.
(incorporated herein by reference to Exhibit 4.1 to Cellular
Biomedicine Group, Inc.’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on
September 27, 2018).
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License
and Collaboration Agreement, dated as of September 25, 2018,
by and among Novartis Pharma AG, Cellular Biomedicine Group, Inc.,
Cellular Biomedicine Group HK Ltd., Cellular Biomedicine Group
(Wuxi) Ltd., Cellular Biomedicine Group (Shanghai) Ltd. and
Shanghai Cellular Biopharmaceutical Group Ltd. (incorporated herein
by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 27,
2018).
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Toll
Manufacturing and Supply Agreement, dated as of December 21,
2018, by and among Beijing Novartis Pharma Co., Ltd., Novartis
Pharma AG, Shanghai Cellular Biopharmaceutical Group Ltd. and
Cellular Biomedicine Group, Inc. (incorporated herein by reference
to Exhibit 10.1 to Cellular Biomedicine Group, Inc.’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on December 28, 2018).
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License
and Collaboration Agreement Waiver, dated as of August 11,
2020, delivered by Novartis Pharma AG (incorporated herein by
reference to Exhibit 99.5 to Novartis AG’s and Novartis
Pharma AG’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 14, 2020).
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Supply
Agreement Waiver, dated as of August 11, 2020, delivered by
Novartis Pharma AG and Beijing Novartis Pharma Co., Ltd.
(incorporated herein by reference to Exhibit 99.6 to Novartis
AG’s and Novartis Pharma AG’s Schedule 13D filed with
the U.S. Securities and Exchange Commission on August 14,
2020).
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Loan
Agreement, dated as of October 23, 2020, between Cellular
Biomedicine Group, Inc. and TFI I Ltd. (incorporated herein by
reference to Exhibit 10.1 to Cellular Biomedicine Group
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on October 26,
2020).
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Convertible
Promissory Note, dated as of October 28, 2020, issued by Cellular
Biomedicine Group, Inc. to TF I Ltd.**
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Loan
Agreement, dated as of October 23, 2020, between Cellular
Biomedicine Group, Inc. and Yunfeng Capital Limited (incorporated
herein by reference to Exhibit 10.2 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on October 26,
2020).
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Convertible
Promissory Note, dated as of October 30, 2020, issued by Cellular
Biomedicine Group, Inc. to Yunfeng Capital Limited.**
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(f)
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Section 262
of the General Corporation Law of the State of Delaware
(incorporated herein by reference to Annex C of the Proxy
Statement).
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*
Previously filed
with the Schedule 13E-3 that was filed with the U.S. Securities and
Exchange Commission on October 9, 2020.
**
Previously filed
with the Schedule 13E-3 that was filed with the U.S. Securities and
Exchange Commission on November 17, 2020.
4
SIGNATURE
After
due inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated
as of February 19,
2021
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CELLULAR
BIOMEDICINE GROUP, INC.
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By:
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/s/
Andrew Chan
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Name:
Andrew Chan
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Title:
Chief Legal Officer
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CBMG
HOLDINGS
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Director
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CBMG
MERGER SUB INC.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Director
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YUNFENG
FUND III, L.P.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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YUNFENG
INVESTMENT III, LTD.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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YUNFENG
CAPITAL LIMITED
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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TF
CAPITAL RANOK LTD.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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5
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TF
CAPITAL FUND III L.P.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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WINSOR
CAPITAL LIMITED
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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TF I
LTD.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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TONY
(BIZUO) LIU
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By:
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/s/
Tony (Bizuo) Liu
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YIHONG
YAO
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By:
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/s/
Yihong Yao
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LI
(HELEN) ZHANG
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By:
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/s/ Li
(Helen) Zhang
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CHENGXIANG
(CHASE) DAI
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By:
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/s/
Chengxiang (Chase) Dai
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DANGDAI
INTERNATIONAL GROUP CO., LIMITED
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By:
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/s/
Chen Jie
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Name:
Chen Jie
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Title:
Executive Vice President
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MISSION
RIGHT LIMITED
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By:
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/s/
Chiu Tao
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Name:
Chiu Tao
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Title:
Director
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6
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WEALTH
MAP HOLDINGS LIMITED
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Director
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EARLS
MILL LIMITED
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Director
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SAILING
CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Chairman
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SAILING
CAPITAL OVERSEAS INVESTMENTS GP, LTD
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Chairman
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OPEA
SRL
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By:
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/s/
Edoardo Fontana
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Name:
Edoardo Fontana
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Title:
Managing Director
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MAPLEBROOK
LIMITED
For and
on behalf of BUKIT MERAH LIMITED
Corporate
Director
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By:
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/s/
Edrie Yin
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Name:
Edrie Yin
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Title:
Authorized Signatory
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By:
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/s/
Jean-Marc Rentsch
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Name:
Jean-Marc Rentsch
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Title:
Authorized Signatory
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FULL
MOON RESOURCES LIMITED
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By:
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/s/ Pak
To Leung
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Name:
Pak To Leung
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Title:
Director
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7
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VIKTOR
PAN
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By:
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/s/
Viktor Pan
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ZHENG
ZHOU
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By:
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/s/
Zheng Zhou
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NOVARTIS
AG
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By:
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/s/
Richard Pulik
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Name:
Richard Pulik
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Title:
As Attorney
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By:
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/s/
Benjamin Brod
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Name:
Benjamin Brod
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Title:
As Attorney
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NOVARTIS
PHARMA AG
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By:
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/s/
Susanne Kreutz
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Name:
Susanne Kreutz
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Title:
As Attorney
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By:
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/s/
Jean-Baptiste Leray
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Name:
Jean-Baptiste Leray
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Title:
As Attorney
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8