If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. þ**

(Page 1 of 26 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** With the exceptions of Mission Right Limited, Maplebrook Limited, Full Moon Resources Limited and Pak To Leung, none of the Reporting Persons (defined below) previously filed a statement on Schedule 13G with respect to securities of the Issuer (defined below).

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 ** See Items 5 and 6.

 ** See Items 5 and 6.

 ** See Items 5 and 6.

 ** See Items 5 and 6.

(1) 1,404,494 shares of Common Stock are held by Wealth Map. Sailing Capital is the sole shareholder of Wealth Map. 308,426 shares of Common Stock are held by Earls Mill. James Xiao Dong Liu is the sole director of Earls Mill and the Chairman of Sailing Capital.

(1) Mr. Leung is the sole director and 100% shareholder of Full Moon Resources Limited.  Mr. Leung is the beneficial owner of 789,403 shares of Common Stock, of which 78,951 shares of Common Stock were held in his individual capacity and 710,452 shares of Common Stock were held through Full Moon Resources Limited.

. 

This Amendment No. 5 (“Amendment No. 5”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2019 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on January 30, 2020 (“Amendment No. 1”), Amendment No. 2 (“Amendment No. 2”) filed with the SEC on February 21, 2020, Amendment No. 3 filed with the SEC on April 1, 2020 (“Amendment No. 3”) and Amendment No. 4 filed with the SEC on June 24, 2020 (“Amendment No. 4,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 5, this “Schedule 13D”) with respect to the common stock, par value $0.001 per share (the “Common Stock”) of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13D shall be deemed to amend and incorporate herein the Schedule 13G filed by Maplebrook Limited with the SEC on February 1, 2018 (the “Maplebrook Schedule 13G”), as amended by the Amendment No. 2.

This Schedule 13D shall be deemed to amend and incorporate herein the Schedule 13G filed by Full Moon Resources Limited and Pak To Leung (“Full Moon”) with the SEC on July 7, 2014 (the “Full Moon Schedule 13G”), as amended on February 6, 2015, February 11, 2016 and March 1, 2018, respectively.

The Reporting Person(s), as such terms are defined, in the Maplebrook Schedule 13G and Full Moon Schedule 13G, respectively (collectively, the “Maplebrook and Full Moon Reporting Persons”), and all information relating to such Maplebrook and Full Moon Reporting Persons disclosed, in each of the Maplebrook Schedule 13G and Full Moon Schedule 13G, respectively, and all other information reported therein is hereby incorporated into this Schedule 13D.

All references to “Reporting Persons” in this Schedule 13D shall be deemed to include the Maplebrook and Full Moon Reporting Persons.

Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment No. 4. This Amendment No. 5 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 5 is true, complete and correct.

Date: August 12, 2020

Exhibit 12

Joint Filing Agreement

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: August 12, 2020

Exhibit 14

August 11, 2020

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. Bizuo (Tony) Liu, a citizen of the United States of America, is referred to herein as the “Equity Investor.” This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1.       Commitment. This letter confirms the commitment of the Equity Investor, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $10,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent as of the Closing (collectively, the “Subject Equity Securities”), solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Other Equity Commitment Letters”) or, in any such case, replacement or alternative financing therefor, (x) payment of the aggregate Per Share Merger Consideration under Article IV of the Merger Agreement, (y) all amounts payable in respect of Company Stock Options, Company RSUs and Company PSUs under Article IV of the Merger Agreement and (z) related fees and expenses, in each case, to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Subject Equity Securities pursuant to the terms hereof for a purchase price not to exceed the Equity Commitment.

2.       Conditions. The obligation of the Equity Investor (together with his, her or its permitted assigns) to fund the Equity Commitment is subject to (i) the satisfaction or waiver by Parent or Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, as contemplated by the Merger Agreement other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially contemporaneous satisfaction or waiver by Parent of such conditions, (ii) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement, and (iii) the substantially contemporaneous consummation of the Other Equity Commitments pursuant to the Other Equity Commitment Letters; provided, however, that the satisfaction or failure of the condition set forth in clause (iii) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Equity Investor under and in accordance with this letter if any one of the following three conditions is met: (x) Parent or the Company, as applicable, is also seeking enforcement of each Other Equity Investor’s obligations under the Other Equity Commitment Letter; (y) each Other Equity Investor has satisfied or is prepared to (or will) satisfy his, her or its obligations under his, her or its Other Equity Commitment Letter; or (z) additional equity contributions will be funded to Parent substantially contemporaneously with the funding of the Equity Commitment, on terms and conditions substantially similar to those set forth in this letter and in an amount sufficient to replace any equity commitments of the Other Equity Investors under the Other Equity Commitment Letters that will not be funded to Parent at such time. The Equity Commitment to be funded under this letter will be reduced in the event that Parent does not require all of the equity financing with respect to which the Equity Investor has made his, her or its Equity Commitment in order to consummate the transactions contemplated by the Merger Agreement and to pay the Transaction Costs in full.

3.       Termination. The Equity Investor’s obligation to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of: (a) the consummation of the Closing (but only if such obligation to fund the Equity Commitment shall have been discharged in full in connection therewith); (b) valid termination of the Merger Agreement in accordance with its terms; provided that, if Parent or the Company has made a Merger Agreement, the foregoing obligation will not terminate unless and until such time as such claim is resolved by written agreement of the parties thereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction is issued with respect to such claim; or (c) the commencement of any Proceeding by the Company or any of its Affiliates acting at the Company’s direction (excluding for the purposes of this Section 3(c), the Rollover Stockholders) against the Equity Investor, Parent or any Parent Related Party (as defined below) relating to this letter, the Equity Investor Limited Guarantee (as defined below), the Merger Agreement or any of the transactions contemplated hereby or thereby in each case, other than any Proceeding initiated, by (i) the Company against Parent or Merger Sub under the Merger Agreement seeking only specific performance against Parent or Merger Sub or payment of the Parent Termination Fee, in each case in accordance with, and solely to the extent permitted under the Merger Agreement, (ii) the Company to enforce its rights under the Confidentiality Agreement(s) and (iii) the Company against Parent or the Equity Investor (or his, her or its successors or permitted assigns) seeking (A) payment of his, her or its Guaranteed Obligations under the Equity Investor Limited Guarantee in accordance with, and solely to the extent permitted under, such Equity Investor Limited Guarantee or (B) specific performance of the Equity Investor’s obligation to fund his, her or its Equity Commitment in accordance with, and solely to the extent permitted under, the terms of Section 10.6 of the Merger Agreement or the terms hereof (the foregoing clauses (i), (ii) and (iii) of this Section 3(c), the “Non-Prohibited Claims”). Upon termination of this letter, the Equity Investor shall not have any further obligations or liabilities hereunder. Notwithstanding anything herein to the contrary this Section 3 and Sections 5, 6, 8 and 9 of this letter shall survive any termination of this letter.

 4.       Assignment; Amendments and Waivers; Entire Agreement; Severability.

(a)       The rights and obligations under this letter may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, the Equity Investor may assign and delegate all or a portion of his, her or its obligations to fund the Equity Commitment to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 7 or (ii) any of the investment funds managed or advised by the Equity Investor or any of its Affiliates; provided, however, that such assignee agrees to assume the Equity Investor’s obligations hereunder and that no such assignment shall relieve the Equity Investor of his, her or its obligations hereunder (including his, her or its obligation to fund his, her or its full Equity Commitment hereunder) except to the extent actually fully performed by such Affiliates or affiliated investment funds; provided, further that, without limiting the Company’s rights pursuant to Section 6(b) hereof and Section 10.6 of the Merger Agreement, in the event that prior to the termination of this letter in accordance with its terms, the Equity Investor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of his, her or its properties and other assets such that the sum of the remaining net assets (excluding uncalled capital of such Investor) is less than the Equity Commitment and the transferee thereof does not assume, directly or indirectly, the Equity Investor’s obligations hereunder, then, in each such case, each of Parent and the Company (as an express third party beneficiary hereunder) may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such transferee, as the case may be, but only to the extent of the liability of the Equity Investor hereunder.

(b)       This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and the Company.

(c)       Together with the Merger Agreement, the Limited Guarantees (as defined below), the Other Equity Commitment Letters, the Support Agreements and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

(d)       If any provision of this letter or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this letter, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this letter may not be enforced without giving effect to the limitations set forth herein.

5.       No Third Party Beneficiaries. Except to the extent expressly set forth in Sections 4(a), 4(b), 6(a) and 6(b) hereof, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Commitment or any provisions of this letter; provided, however, that Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereof and may rely on and enforce the provisions of Section 6(a) hereof and the Company is an express, intended third party beneficiary of Sections 4(a), 4(b), and 6(b) hereof and may rely on and enforce the provisions of Sections 4(a), 4(b), and 6(b).

6.       Limited Recourse; Enforcement.

(a)       Notwithstanding anything that may be expressed or implied in this letter, or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of the Equity Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor or his, her or its successors or permitted assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding the fact that the Equity Investor or any of his, her or its permitted assigns may be a partnership or limited liability company, Parent has no rights of recovery against (and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against) any of the Equity Investor’s former, current, or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, representatives or assignees (other than his, her or its successors and permitted assigns) or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Equity Investor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of his, her or its successors or permitted assigns under this letter, under the Merger Agreement, under the Limited Guarantees, or under any documents or instruments delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

(b)       Subject to the proviso in Section 5 hereof, this letter may only be enforced by Parent or, solely to the extent expressly set forth in the following proviso or in Section 4(a) or (b), the Company, and none of Parent’s creditors nor any other Person that is not a party to this letter shall have any right to enforce this letter or to cause Parent to enforce this letter; provided, however, that if and only if the Company is entitled to specific performance in accordance with Section 10.6 of the Merger Agreement, then the Company may enforce Parent’s right to cause the Equity Commitment to be funded (solely to the extent that Parent can enforce the Equity Commitment pursuant to the terms hereof and subject to the terms and conditions of the Merger Agreement, including, without limitation, Section 10.6 thereof), and in such event

and solely to such extent the Company will be an express, intended third party beneficiary of the rights granted to Parent hereunder and the Company shall not be a third party beneficiary for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 5 hereof; provided, however, that if all of the conditions set forth in Section 2 of this letter (other than clause (iii) of Section 2 of this letter) have been satisfied (or would be satisfied if the Equity Commitment and the Equity Commitment (as defined in each of the Other Equity Commitment Letters) were satisfied), in the event that the Company seeks specific performance of the Equity Investor’s obligations to fund his, her or its Equity Commitments in accordance with this letter, the parties hereto agree that when determining whether to grant such specific performance, the applicable court shall disregard clause (iii) of Section 2 of this letter (and, for the avoidance of doubt, the Equity Investor’s ultimate obligation to fund his, her or its Equity Commitment hereunder shall no longer be subject to such clause (iii) of Section 2 of this letter). Any exercise by the Company of such third party beneficiary rights are subject to the Company’s unqualified acceptance of, and agreement to comply with, the provisions of this letter. The Equity Investor (x) acknowledges and agrees that this letter is a condition and inducement to the Company’s willingness to enter into the Merger Agreement and the Company would not have entered into the Merger Agreement if not for the terms of this letter, and (y) agrees not to assert that a remedy of specific enforcement made in strict compliance with the terms of this letter is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy, that the parties to this letter otherwise have an adequate remedy at Law or that an award of specific performance made in strict compliance with the terms of this letter is not an appropriate remedy for any reason at Law or equity.

(c)       Concurrently with the execution and delivery of this letter, (i) the Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Equity Investor Limited Guarantee”) and (ii) each Other Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Other Limited Guarantees” and together with the Equity Investor Limited Guarantee, collectively, the “Limited Guarantees”), in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the Company’s remedies against the Equity Investor under the Equity Investor Limited Guarantee or his, her or its Confidentiality Agreement with respect to any Non-Prohibited Claims, and each Other Equity Investor under his, her or its Other Limited Guarantee or their respective Confidentiality Agreement with respect to any Non-Prohibited Claims, shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company, the Company’s Representatives and its and their respective Affiliates against the Equity Investor, the Other Equity Investors or any Parent Related Party for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of, or liabilities or obligations arising under or in connection with, the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby or by the Merger Agreement or in respect of any oral representations made or alleged to have been made in connection therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not a Parent breach is caused by the breach by the Equity Investor of his, her or its obligations under this letter).

 7.       Representations and Warranties. The Equity Investor hereby represents and warrants to Parent that:

(a)       (i) if the Equity Investor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) the Equity Investor has the requisite power and authority or legal capacity, as applicable, to execute, deliver and perform this letter, and (iii) if the Equity Investor is an entity, the execution, delivery and performance of this letter by the Equity Investor have been duly authorized by all necessary action on the part of the Equity Investor and no additional proceedings are necessary for the Equity Investor to approve this letter;

(b)       this letter has been duly executed and delivered by the Equity Investor and constitutes a legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with the terms hereof;

(c)       the execution, delivery and performance (including the provision and exchange of information) of this letter by the Equity Investor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Equity Investor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Equity Investor or any of the Equity Investor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Equity Investor is party or by which the Equity Investor is bound;

(d)        (i) the Equity Investor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its Equity Commitment in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this letter shall remain in effect in accordance with Section 3 hereof and (ii) if the Equity Investor is an entity, the Equity Investor’s Equity Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise.

8.       Confidentiality. This letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided, that no such written consent shall be required for disclosures by Parent to (i) the Company, the Other Equity Investors and the Rollover Investors so long as the Company, the Other Equity Investors and the Rollover Investors, as the case may be, agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8; provided, further, that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this letter or the Merger Agreement in accordance with their terms.

9.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) agrees that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Proceeding, (ii) agrees that any Proceeding out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, (iii) consents to submit itself to the personal jurisdiction of any federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware in connection with any dispute that arises out of this Agreement or any of the transactions contemplated by this Agreement, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (v) irrevocably waives, to the extent permitted by Law, the right to bring any Proceeding relating to this Agreement in any court other than the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in the manner set forth in Section 12 shall be deemed effective service of process on such party.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(C).

10.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter.

11.       Counterparts; Effectiveness. This letter may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this letter with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this letter.

12.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 12, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below set forth below in this Section 12:

If to the Equity Investor to:

Bizuo (Tony) Liu

1345 Avenue of Americas, 15th Floor,

New York, New York 10105

Fax: (+1) 347-6798203

E-mail: tonybizliu@gmail.com

with a copy (which shall not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F Jardine House

1 Connaught Place Central

Hong Kong

Attention: Weiheng Chen, Esq.; Jie Zhu, Esq.

Fax: (+852) 39724999

E-mail: wchen@wsgr.com; jizhu@wsgr.com

If to Parent to:

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: (+86) 21-31271750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

[Remainder of page intentionally left blank]

Very truly yours,

Accepted and acknowledged
as of the date first written above:

PARENT:

[Signature Page to Equity Commitment Letter]

Exhibit 15

August 11, 2020

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. Yunfeng Fund III, L.P., an exempted limited partnership organized under the Laws of the Cayman Islands, is referred to herein as the “Equity Investor.” This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1.       Commitment. This letter confirms the commitment of the Equity Investor, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $105,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent as of the Closing (collectively, the “Subject Equity Securities”), solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Other Equity Commitment Letters”) or, in any such case, replacement or alternative financing therefor, (x) payment of the aggregate Per Share Merger Consideration under Article IV of the Merger Agreement, (y) all amounts payable in respect of Company Stock Options, Company RSUs and Company PSUs under Article IV of the Merger Agreement and (z) related fees and expenses, in each case, to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Subject Equity Securities pursuant to the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate liability of the Equity Investor hereunder shall not exceed the amount of the Equity Commitment.

2.       Conditions. The obligation of the Equity Investor (together with his, her or its permitted assigns) to fund the Equity Commitment is subject to (i) the satisfaction or waiver by Parent or Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, as contemplated by the Merger Agreement other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially contemporaneous satisfaction or waiver by Parent of such conditions, (ii) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement, and (iii) the substantially contemporaneous consummation of the Other Equity Commitments pursuant to the Other Equity Commitment Letters; provided, however, that the satisfaction or failure of the condition set forth in clause (iii) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Equity Investor under and in accordance with this letter if any one of the following three conditions is met: (x) Parent or the Company, as applicable, is also seeking enforcement of each Other Equity Investor’s obligations under the Other Equity Commitment Letter; (y) each Other Equity Investor has satisfied or is prepared to (or will) satisfy his, her or its obligations under his, her or its Other Equity Commitment Letter; or (z) additional equity contributions will be funded to Parent substantially contemporaneously with the funding of the Equity Commitment, on terms and conditions substantially similar to those set forth in this letter and in an amount sufficient to replace any equity commitments of the Other Equity Investors under the Other Equity Commitment Letters that will not be funded to Parent at such time. The Equity Commitment to be funded under this letter will be reduced in the event that Parent does not require all of the equity financing with respect to which the Equity Investor has made his, her or its Equity Commitment in order to consummate the transactions contemplated by the Merger Agreement and to pay the Transaction Costs in full.

3.       Termination. The Equity Investor’s obligation to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of: (a) the consummation of the Closing (but only if such obligation to fund the Equity Commitment shall have been discharged in full in connection therewith); (b) valid termination of the Merger Agreement in accordance with its terms; provided that, if Parent or the Company has made a claim that any termination of the Merger Agreement is not valid pursuant to the terms of the Merger Agreement, the foregoing obligation will not terminate unless and until such time as such claim is resolved by written agreement of the parties thereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction is issued with respect to such claim; or (c) the commencement of any Proceeding by the Company or any of its Affiliates acting at the Company’s direction (excluding for the purposes of this Section 3(c), the Rollover Stockholders) against the Equity Investor, Parent or any Parent Related Party (as defined below) relating to this letter, the Equity Investor Limited Guarantee (as defined below), the Merger Agreement or any of the transactions contemplated hereby or thereby in each case, other than any Proceeding initiated, by (i) the Company against Parent or Merger Sub under the Merger Agreement seeking only specific performance against Parent or Merger Sub or payment of the Parent Termination Fee, in each case in accordance with, and solely to the extent permitted under the Merger Agreement, (ii) the Company to enforce its rights under the Confidentiality Agreement(s) and (iii) the Company against Parent or the Equity Investor (or his, her or its successors or permitted assigns) seeking (A) payment of his, her or its Guaranteed Obligations under the Equity Investor Limited Guarantee in accordance with, and solely to the extent permitted under, such Equity Investor Limited Guarantee or (B) specific performance of the Equity Investor’s obligation to fund his, her or its Equity Commitment in accordance with, and solely to the extent permitted under, the terms of Section 10.6 of the Merger Agreement or the terms hereof (the foregoing clauses (i), (ii) and (iii) of this Section 3(c), the “Non-Prohibited Claims”). Upon termination of this letter, the Equity Investor shall not have any further obligations or liabilities hereunder. Notwithstanding anything herein to the contrary this Section 3 and Sections 5, 6, 8 and 9 of this letter shall survive any termination of this letter.

4.       Assignment; Amendments and Waivers; Entire Agreement; Severability.

(a)       The rights and obligations under this letter may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, the Equity Investor may assign and delegate all or a portion of his, her or its obligations to fund the Equity Commitment to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 7 or (ii) any of the investment funds managed or advised by the Equity Investor or any of its Affiliates; provided, however, that such assignee agrees to assume the Equity Investor’s obligations hereunder and that no such assignment shall relieve the Equity Investor of his, her or its obligations hereunder (including his, her or its obligation to fund his, her or its full Equity Commitment hereunder) except to the extent actually fully performed by such Affiliates or affiliated investment funds; provided, further that, without limiting the Company’s rights pursuant to Section 6(b) hereof and Section 10.6 of the Merger Agreement, in the event that prior to the termination of this letter in accordance with its terms, the Equity Investor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of his, her or its properties and other assets such that the sum of the remaining net assets (excluding uncalled capital of such Investor) is less than the Equity Commitment and the transferee thereof does not assume, directly or indirectly, the Equity Investor’s obligations hereunder, then, in each such case, each of Parent and the Company (as an express third party beneficiary hereunder) may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such transferee, as the case may be, but only to the extent of the liability of the Equity Investor hereunder.

(b)       This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and the Company.

(c)       Together with the Merger Agreement, the Limited Guarantees (as defined below), the Other Equity Commitment Letters, the Support Agreements and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

(d)       If any provision of this letter or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this letter, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this letter may not be enforced without giving effect to the limitations set forth herein.

5.       No Third Party Beneficiaries. Except to the extent expressly set forth in Sections 4(a), 4(b), 6(a) and 6(b) hereof, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Commitment or any provisions of this letter; provided, however, that Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereof and may rely on and enforce the provisions of Section 6(a) hereof and the Company is an express, intended third party beneficiary of Sections 4(a), 4(b), and 6(b) hereof and may rely on and enforce the provisions of Sections 4(a), 4(b), and 6(b).

6.       Limited Recourse; Enforcement.

(a)       Notwithstanding anything that may be expressed or implied in this letter, or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of the Equity Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor or his, her or its successors or permitted assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding the fact that the Equity Investor or any of his, her or its permitted assigns may be a partnership or limited liability company, Parent has no rights of recovery against (and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against) any of the Equity Investor’s former, current, or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, representatives or assignees (other than his, her or its successors and permitted assigns) or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Equity Investor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of his, her or its successors or permitted assigns under this letter, under the Merger Agreement, under the Limited Guarantees, or under any documents or instruments delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

(b)       Subject to the proviso in Section 5 hereof, this letter may only be enforced by Parent or, solely to the extent expressly set forth in the following proviso or in Section 4(a) or (b), the Company, and none of Parent’s creditors nor any other Person that is not a party to this letter shall have any right to enforce this letter or to cause Parent to enforce this letter; provided, however, that if and only if the Company is entitled to specific performance in accordance with Section 10.6 of the Merger Agreement, then the Company may enforce Parent’s right to cause the Equity Commitment to be funded (solely to the extent that Parent can enforce the Equity Commitment pursuant to the terms hereof and subject to the terms and conditions of the Merger Agreement, including, without limitation, Section 10.6 thereof), and in such event and solely to such extent the Company will be an express, intended third party beneficiary of the rights granted to Parent hereunder and the Company shall not be a third party beneficiary for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 5 hereof; provided, however, that if all of the conditions set forth in Section 2 of this letter (other than clause (iii) of Section 2 of this letter) have been satisfied (or would be satisfied if the Equity Commitment and the Equity Commitment (as defined in each of the Other Equity Commitment Letters) were satisfied), in the event that the Company seeks specific performance of the Equity Investor’s obligations to fund his, her or its Equity Commitments in accordance with this letter, the parties hereto agree that when determining whether to grant such specific performance, the applicable court shall disregard clause (iii) of Section 2 of this letter (and, for the avoidance of doubt, the Equity Investor’s ultimate obligation to fund his, her or its Equity Commitment hereunder shall no longer be subject to such clause (iii) of Section 2 of this letter). Any exercise by the Company of such third party beneficiary rights are subject to the Company’s unqualified acceptance of, and agreement to comply with, the provisions of this letter. The Equity Investor (x) acknowledges and agrees that this letter is a condition and inducement to the Company’s willingness to enter into the Merger Agreement and the Company would not have entered into the Merger Agreement if not for the terms of this letter, and (y) agrees not to assert that a remedy of specific enforcement made in strict compliance with the terms of this letter is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy, that the parties to this letter otherwise have an adequate remedy at Law or that an award of specific performance made in strict compliance with the terms of this letter is not an appropriate remedy for any reason at Law or equity.

(c)       Concurrently with the execution and delivery of this letter, (i) the Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Equity Investor Limited Guarantee”) and (ii) each Other Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Other Limited Guarantees” and together with the Equity Investor Limited Guarantee, collectively, the “Limited Guarantees”), in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the Company’s remedies against the Equity Investor under the Equity Investor Limited Guarantee or his, her or its Confidentiality Agreement with respect to any Non-Prohibited Claims, and each Other Equity Investor under his, her or its Other Limited Guarantee or their respective Confidentiality Agreement with respect to any Non-Prohibited Claims, shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company, the Company’s Representatives and its and their respective Affiliates against the Equity Investor, the Other Equity Investors or any Parent Related Party for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential,

indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of, or liabilities or obligations arising under or in connection with, the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby or by the Merger Agreement or in respect of any oral representations made or alleged to have been made in connection therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not a Parent breach is caused by the breach by the Equity Investor of his, her or its obligations under this letter).

7.       Representations and Warranties. The Equity Investor hereby represents and warrants to Parent that:

(a)       (i) if the Equity Investor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) the Equity Investor has the requisite power and authority or legal capacity, as applicable, to execute, deliver and perform this letter, and (iii) if the Equity Investor is an entity, the execution, delivery and performance of this letter by the Equity Investor have been duly authorized by all necessary action on the part of the Equity Investor and no additional proceedings are necessary for the Equity Investor to approve this letter;

(b)       this letter has been duly executed and delivered by the Equity Investor and constitutes a legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with the terms hereof;

(c)       the execution, delivery and performance (including the provision and exchange of information) of this letter by the Equity Investor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Equity Investor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Equity Investor or any of the Equity Investor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Equity Investor is party or by which the Equity Investor is bound;

(d)        (i) the Equity Investor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its Equity Commitment in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this letter shall remain in effect in accordance with Section 3 hereof and (ii) if the Equity Investor is an entity, the Equity Investor’s Equity Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise.

8.       Confidentiality. This letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided, that no such

written consent shall be required for disclosures by Parent to (i) the Company, the Other Equity Investors and the Rollover Investors so long as the Company, the Other Equity Investors and the Rollover Investors, as the case may be, agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8; provided, further, that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this letter or the Merger Agreement in accordance with their terms.

9.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) agrees that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Proceeding, (ii) agrees that any Proceeding out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, (iii) consents to submit itself to the personal jurisdiction of any federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware in connection with any dispute that arises out of this Agreement or any of the transactions contemplated by this Agreement, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (v) irrevocably waives, to the extent permitted by Law, the right to bring any Proceeding relating to this Agreement in any court other than the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in the manner set forth in Section 12 shall be deemed effective service of process on such party.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER. EACH PARTY

HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(C).

10.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter.

11.       Counterparts; Effectiveness. This letter may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this letter with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this letter.

12.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 12, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below set forth below in this Section 12:

If to the Equity Investor to:

Yunfeng Fund III, L.P.
Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: (+86) 21 -31271750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

If to Parent to:

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: (+86) 21-31271750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

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Exhibit 16

August 11, 2020

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. TF Capital Fund III L.P., an exempted limited partnership organized under the Laws of the Cayman Islands, is referred to herein as the “Equity Investor.” This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1.       Commitment. This letter confirms the commitment of the Equity Investor, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $65,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent as of the Closing (collectively, the “Subject Equity Securities”), solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Other Equity Commitment Letters”) or, in any such case, replacement or alternative financing therefor, (x) payment of the aggregate Per Share Merger Consideration under Article IV of the Merger Agreement, (y) all amounts payable in respect of Company Stock Options, Company RSUs and Company PSUs under Article IV of the Merger Agreement and (z) related fees and expenses, in each case, to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Subject Equity Securities pursuant to the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate liability of the Equity Investor hereunder shall not exceed the amount of the Equity Commitment.

2.       Conditions. The obligation of the Equity Investor (together with his, her or its permitted assigns) to fund the Equity Commitment is subject to (i) the satisfaction or waiver by Parent or Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, as contemplated by the Merger Agreement other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially contemporaneous satisfaction or waiver by Parent of such conditions, (ii) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement, and (iii) the substantially contemporaneous consummation of the Other Equity Commitments pursuant to the Other Equity Commitment Letters; provided, however, that the satisfaction or failure of the condition set forth in clause (iii) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Equity Investor under and in accordance with this letter if any one of the following three conditions is met: (x) Parent or the Company, as applicable, is also seeking enforcement of each Other Equity Investor’s obligations under the Other Equity Commitment Letter; (y) each Other Equity Investor has satisfied or is prepared to (or will) satisfy his, her or its obligations under his, her or its Other Equity Commitment Letter; or (z) additional equity contributions will be funded to Parent substantially contemporaneously with the funding of the Equity Commitment, on terms and conditions substantially similar to those set forth in this letter and in an amount sufficient to replace any equity commitments of the Other Equity Investors under the Other Equity Commitment Letters that will not be funded to Parent at such time. The Equity Commitment to be funded under this letter will be reduced in the event that Parent does not require all of the equity financing with respect to which the Equity Investor has made his, her or its Equity Commitment in order to consummate the transactions contemplated by the Merger Agreement and to pay the Transaction Costs in full.

3.       Termination. The Equity Investor’s obligation to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of: (a) the consummation of the Closing (but only if such obligation to fund the Equity Commitment shall have been discharged in full in connection therewith); (b) valid termination of the Merger Agreement in accordance with its terms; provided that, if Parent or the Company has made a Merger Agreement, the foregoing obligation will not terminate unless and until such time as such claim is resolved by written agreement of the parties thereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction is issued with respect to such claim; or (c) the commencement of any Proceeding by the Company or any of its Affiliates acting at the Company’s direction (excluding for the purposes of this Section 3(c), the Rollover Stockholders) against the Equity Investor, Parent or any Parent Related Party (as defined below) relating to this letter, the Equity Investor Limited Guarantee (as defined below), the Merger Agreement or any of the transactions contemplated hereby or thereby in each case, other than any Proceeding initiated, by (i) the Company against Parent or Merger Sub under the Merger Agreement seeking only specific performance against Parent or Merger Sub or payment of the Parent Termination Fee, in each case in accordance with, and solely to the extent  permitted under the Merger Agreement, (ii) the Company to enforce its rights under the Confidentiality Agreement(s) and (iii) the Company against Parent or the Equity Investor (or his, her or its successors or permitted assigns) seeking (A) payment of his, her or its Guaranteed Obligations under the Equity Investor Limited Guarantee in accordance with, and solely to the extent permitted under, such Equity Investor Limited Guarantee or (B) specific performance of the Equity Investor’s obligation to fund his, her or its Equity Commitment in accordance with, and solely to the extent permitted under, the terms of Section 10.6 of the Merger Agreement or the terms hereof (the foregoing clauses (i), (ii) and (iii) of this Section 3(c), the “Non-Prohibited Claims”).

Upon termination of this letter, the Equity Investor shall not have any further obligations or liabilities hereunder. Notwithstanding anything herein to the contrary this Section 3 and Sections 5, 6, 8 and 9 of this letter shall survive any termination of this letter.

4.       Assignment; Amendments and Waivers; Entire Agreement; Severability.

(a)       The rights and obligations under this letter may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, the Equity Investor may assign and delegate all or a portion of his, her or its obligations to fund the Equity Commitment to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 7 or (ii) any of the investment funds managed or advised by the Equity Investor or any of its Affiliates; provided, however, that such assignee agrees to assume the Equity Investor’s obligations hereunder and that no such assignment shall relieve the Equity Investor of his, her or its obligations hereunder (including his, her or its obligation to fund his, her or its full Equity Commitment hereunder) except to the extent actually fully performed by such Affiliates or affiliated investment funds; provided, further that, without limiting the Company’s rights pursuant to Section 6(b) hereof and Section 10.6 of the Merger Agreement, in the event that prior to the termination of this letter in accordance with its terms, the Equity Investor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of his, her or its properties and other assets such that the sum of the remaining net assets (excluding uncalled capital of such Investor) is less than the Equity Commitment and the transferee thereof does not assume, directly or indirectly, the Equity Investor’s obligations hereunder, then, in each such case, each of Parent and the Company (as an express third party beneficiary hereunder) may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such transferee, as the case may be, but only to the extent of the liability of the Equity Investor hereunder.

(b)       This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and the Company.

(c)       Together with the Merger Agreement, the Limited Guarantees (as defined below), the Other Equity Commitment Letters, the Support Agreements and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

(d)       If any provision of this letter or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this letter, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this letter may not be enforced without giving effect to the limitations set forth herein.

5.       No Third Party Beneficiaries. Except to the extent expressly set forth in Sections 4(a), 4(b), 6(a) and 6(b) hereof, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Commitment or any provisions of this letter; provided, however, that Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereof and may rely on and enforce the provisions of Section 6(a) hereof and the Company is an express, intended third party beneficiary of Sections 4(a), 4(b), and 6(b) hereof and may rely on and enforce the provisions of Sections 4(a), 4(b), and 6(b).

6.       Limited Recourse; Enforcement.

(a)       Notwithstanding anything that may be expressed or implied in this letter, or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of the Equity Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor or his, her or its successors or permitted assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding the fact that the Equity Investor or any of his, her or its permitted assigns may be a partnership or limited liability company, Parent has no rights of recovery against (and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against) any of the Equity Investor’s former, current, or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, representatives or assignees (other than his, her or its successors and permitted assigns) or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Equity Investor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of his, her or its successors or permitted assigns under this letter, under the Merger Agreement, under the Limited Guarantees, or under any documents or instruments delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

(b)       Subject to the proviso in Section 5 hereof, this letter may only be enforced by Parent or, solely to the extent expressly set forth in the following proviso or in Section 4(a) or (b), the Company, and none of Parent’s creditors nor any other Person that is not a party to this letter shall have any right to enforce this letter or to cause Parent to enforce this letter; provided, however, that if and only if the Company is entitled to specific performance in accordance with Section 10.6 of the Merger Agreement, then the Company may enforce Parent’s right to cause the Equity Commitment to be funded (solely to the extent that Parent can enforce the Equity Commitment pursuant to the terms hereof and subject to the terms and conditions of the Merger Agreement, including, without limitation, Section 10.6 thereof), and in such event and solely to such extent the Company will be an express, intended third party beneficiary of the rights granted to Parent hereunder and the Company shall not be a third party beneficiary for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 5 hereof; provided, however, that if all of the conditions set forth in Section 2 of this letter (other than clause (iii) of Section 2 of this letter) have been satisfied (or would be satisfied if the Equity Commitment and the Equity Commitment (as defined in each of the Other Equity Commitment Letters) were satisfied), in the event that the Company seeks specific performance of the Equity Investor’s obligations to fund his, her or its Equity Commitments in accordance with this letter, the parties hereto agree that when determining whether to grant such specific performance, the applicable court shall disregard clause (iii) of Section 2 of this letter (and, for the avoidance of doubt, the Equity Investor’s ultimate obligation to fund his, her or its Equity Commitment hereunder shall no longer be subject to such clause (iii) of Section 2 of this letter). Any exercise by the Company of such third party beneficiary rights are subject to the Company’s unqualified acceptance of, and agreement to comply with, the provisions of this letter. The Equity Investor (x) acknowledges and agrees that this letter is a condition and inducement to the Company’s willingness to enter into the Merger Agreement and the Company would not have entered into the Merger Agreement if not for the terms of this letter, and (y) agrees not to assert that a remedy of specific enforcement made in strict compliance with the terms of this letter is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy, that the parties to this letter otherwise have an adequate remedy at Law or that an award of specific performance made in strict compliance with the terms of this letter is not an appropriate remedy for any reason at Law or equity.

(c)       Concurrently with the execution and delivery of this letter, (i) the Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Equity Investor Limited Guarantee”) and (ii) each Other Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Other Limited Guarantees” and together with the Equity Investor Limited Guarantee, collectively, the “Limited Guarantees”), in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the

Company’s remedies against the Equity Investor under the Equity Investor Limited Guarantee or his, her or its Confidentiality Agreement with respect to any Non-Prohibited Claims, and each Other Equity Investor under his, her or its Other Limited Guarantee or their respective Confidentiality Agreement with respect to any Non-Prohibited Claims, shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company, the Company’s Representatives and its and their respective Affiliates against the Equity Investor, the Other Equity Investors or any Parent Related Party for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of, or liabilities or obligations arising under or in connection with, the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby or by the Merger Agreement or in respect of any oral representations made or alleged to have been made in connection therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not a Parent breach is caused by the breach by the Equity Investor of his, her or its obligations under this letter).

7.       Representations and Warranties. The Equity Investor hereby represents and warrants to Parent that:

(a)       (i) if the Equity Investor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) the Equity Investor has the requisite power and authority or legal capacity, as applicable, to execute, deliver and perform this letter, and (iii) if the Equity Investor is an entity, the execution, delivery and performance of this letter by the Equity Investor have been duly authorized by all necessary action on the part of the Equity Investor and no additional proceedings are necessary for the Equity Investor to approve this letter;

(b)       this letter has been duly executed and delivered by the Equity Investor and constitutes a legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with the terms hereof;

(c)       the execution, delivery and performance (including the provision and exchange of information) of this letter by the Equity Investor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Equity Investor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Equity Investor or any of the Equity Investor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Equity Investor is party or by which the Equity Investor is bound;

(d)        (i) the Equity Investor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its Equity Commitment in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this letter shall remain in effect in accordance with Section 3 hereof and (ii) if the Equity

Investor is an entity, the Equity Investor’s Equity Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise.

8.       Confidentiality. This letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided, that no such written consent shall be required for disclosures by Parent to (i) the Company, the Other Equity Investors and the Rollover Investors so long as the Company, the Other Equity Investors and the Rollover Investors, as the case may be, agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8; provided, further, that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this letter or the Merger Agreement in accordance with their terms.

9.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) agrees that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Proceeding, (ii) agrees that any Proceeding out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, (iii) consents to submit itself to the personal jurisdiction of any federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware in connection with any dispute that arises out of this Agreement or any of the transactions contemplated by this Agreement, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (v) irrevocably waives, to the extent permitted by Law, the right to bring any Proceeding relating to this Agreement in any court other than the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in the manner set forth in Section 12 shall be deemed effective service of process on such party.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(C).

10.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter.

11.       Counterparts; Effectiveness. This letter may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this letter with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this letter.

12.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 12, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below set forth below in this Section 12:

 If to the Equity Investor to:

TF Capital Fund III L.P.

Unit 705, Tower 1, 88 Keyuan Road, German Center,

Pudong New District, Shanghai 201203, China
Attention: Tingting Zhang

Fax: (+852) 37613301

E-mail: tingting.zhang@tfcapital.net

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

 If to Parent to:

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: (+86) 21-31271750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

[Remainder of page intentionally left blank]

Accepted and acknowledged
as of the date first written above:

PARENT:

[Signature Page to Equity Commitment Letter]

Exhibit 17

August 11, 2020

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. Velvet Investment Pte. Ltd., a company organized and existing under Singapore, is referred to herein as the “Equity Investor.” This letter is being delivered by the Equity Investor to Parent in connection with the execution of the Merger Agreement.

1.       Commitment. This letter confirms the commitment of the Equity Investor, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $30,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent as of the Closing (collectively, the “Subject Equity Securities”), solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Other Equity Commitment Letters”) or, in any such case, replacement or alternative financing therefor, (x) payment of the aggregate Per Share Merger Consideration under Article IV of the Merger Agreement, (y) all amounts payable in respect of Company Stock Options, Company RSUs and Company PSUs under Article IV of the Merger Agreement and (z) related fees and expenses, in each case, to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Subject Equity Securities pursuant to the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate liability of the Equity Investor hereunder shall not exceed the amount of the Equity Commitment.

2.       Conditions. The obligation of the Equity Investor (together with his, her or its permitted assigns) to fund the Equity Commitment is subject to (i) the satisfaction or waiver by Parent or Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, as contemplated by the Merger Agreement other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially contemporaneous satisfaction or waiver by Parent of such conditions, (ii) the substantially contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement, and (iii) the substantially contemporaneous consummation of the Other Equity Commitments pursuant to the Other Equity Commitment Letters; provided, however, that the satisfaction or failure of the condition set forth in clause (iii) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Equity Investor under and in accordance with this letter if any one of the following three conditions is met: (x) Parent or the Company, as applicable, is also seeking enforcement of each Other Equity Investor’s obligations under the Other Equity Commitment Letter; (y) each Other Equity Investor has satisfied or is prepared to (or will) satisfy his, her or its obligations under his, her or its Other Equity Commitment Letter; or (z) additional equity contributions will be funded to Parent substantially contemporaneously with the funding of the Equity Commitment, on terms and conditions substantially similar to those set forth in this letter and in an amount sufficient to replace any equity commitments of the Other Equity Investors under the Other Equity Commitment Letters that will not be funded to Parent at such time. The Equity Commitment to be funded under this letter will be reduced in the event that Parent does not require all of the equity financing with respect to which the Equity Investor has made his, her or its Equity Commitment in order to consummate the transactions contemplated by the Merger Agreement and to pay the Transaction Costs in full.

3.       Termination. The Equity Investor’s obligation to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of: (a) the consummation of the Closing (but only if such obligation to fund the Equity Commitment shall have been discharged in full in connection therewith); (b) valid termination of the Merger Agreement in accordance with its terms; provided that, if Parent or the Company has made a Merger Agreement, the foregoing obligation will not terminate unless and until such time as such claim is resolved by written agreement of the parties thereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction is issued with respect to such claim; or (c) the commencement of any Proceeding by the Company or any of its Affiliates acting at the Company’s direction (excluding for the purposes of this Section 3(c), the Rollover Stockholders) against the Equity Investor, Parent or any Parent Related Party (as defined below) relating to this letter, the Equity Investor Limited Guarantee (as defined below), the Merger Agreement or any of the transactions contemplated hereby or thereby in each case, other than any Proceeding initiated, by (i) the Company against Parent or Merger Sub under the Merger Agreement seeking only specific performance against Parent or Merger Sub or payment of the Parent Termination Fee, in each case in accordance with, and solely to the extent permitted under the Merger Agreement, (ii) the Company to enforce its rights under the Confidentiality Agreement(s) and (iii) the Company against Parent or the Equity Investor (or his, her or its successors or permitted assigns) seeking (A) payment of his, her or its Guaranteed Obligations under the Equity Investor Limited Guarantee in accordance with, and solely to the extent permitted under, such Equity Investor Limited Guarantee or (B) specific performance of the Equity Investor’s obligation to fund his, her or its Equity Commitment in accordance with, and solely to the extent permitted under, the terms of Section 10.6 of the Merger Agreement or the terms hereof (the foregoing clauses (i), (ii) and (iii) of this Section 3(c), the “Non-Prohibited Claims”).  Upon termination of this letter, the Equity Investor shall not have any further obligations or liabilities hereunder. Notwithstanding anything herein to the contrary this Section 3 and Sections 5, 6, 8 and 9 of this letter shall survive any termination of this letter.

4.       Assignment; Amendments and Waivers; Entire Agreement; Severability.

(a)       The rights and obligations under this letter may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise) by any party hereto without the prior written consent of the other party and the Company, and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, the Equity Investor may assign and delegate all or a portion of his, her or its obligations to fund the Equity Commitment to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 7 or (ii) any of the investment funds managed or advised by the Equity Investor or any of its Affiliates; provided, however, that such assignee agrees to assume the Equity Investor’s obligations hereunder and that no such assignment shall relieve the Equity Investor of his, her or its obligations hereunder (including his, her or its obligation to fund his, her or its full Equity Commitment hereunder) except to the extent actually fully performed by such Affiliates or affiliated investment funds; provided, further that, without limiting the Company’s rights pursuant to Section 6(b) hereof and Section 10.6 of the Merger Agreement, in the event that prior to the termination of this letter in accordance with its terms, the Equity Investor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of his, her or its properties and other assets such that the sum of the remaining net assets (excluding uncalled capital of such Investor) is less than the Equity Commitment and the transferee thereof does not assume, directly or indirectly, the Equity Investor’s obligations hereunder, then, in each such case, each of Parent and the Company (as an express third party beneficiary hereunder) may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such transferee, as the case may be, but only to the extent of the liability of the Equity Investor hereunder.

(b)       This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto and the Company.

(c)       Together with the Merger Agreement, the Limited Guarantees (as defined below), the Other Equity Commitment Letters, the Support Agreements and the other agreements and instruments contemplated hereby or thereby, this letter constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

(d)       If any provision of this letter or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this letter, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this letter may not be enforced without giving effect to the limitations set forth herein.

5.       No Third Party Beneficiaries. Except to the extent expressly set forth in Sections 4(a), 4(b), 6(a) and 6(b) hereof, this letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Equity Commitment or any provisions of this letter; provided, however, that Parent Related Parties are express, intended third party beneficiaries of Section 6(a) hereof and may rely on and enforce the provisions of Section 6(a) hereof and the Company is an express, intended third party beneficiary of Sections 4(a), 4(b), and 6(b) hereof and may rely on and enforce the provisions of Sections 4(a), 4(b), and 6(b). For avoidance of doubt, notwithstanding any provision of this Letter to the contrary, this Letter shall not be binding on, or restrict the activities of, or applicable to, any entity of the Equity Investor that primarily engages in investment and trading in the secondary securities market.

6.       Limited Recourse; Enforcement.

(a)       Notwithstanding anything that may be expressed or implied in this letter, or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of the Equity Commitment provided herein, covenants, agrees and acknowledges that no Person other than the Equity Investor or his, her or its successors or permitted assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding the fact that the Equity Investor or any of his, her or its permitted assigns may be a partnership or limited liability company, Parent has no rights of recovery against (and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against) any of the Equity Investor’s former, current, or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, representatives or assignees (other than his, her or its successors and permitted assigns) or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Equity Investor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of the Equity Investor against any Parent Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligations of the Equity Investor or any of his, her or its successors or permitted assigns under this letter, under the Merger Agreement, under the Limited Guarantees, or under any documents or instruments delivered in connection herewith or therewith, in respect of any transaction contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

(b)       Subject to the proviso in Section 5 hereof, this letter may only be enforced by Parent or, solely to the extent expressly set forth in the following proviso or in Section 4(a) or (b), the Company, and none of Parent’s creditors nor any other Person that is not a party to this letter shall have any right to enforce this letter or to cause Parent to enforce this letter; provided, however, that if and only if the Company is entitled to specific performance in accordance with Section 10.6 of the Merger Agreement, then the Company may enforce Parent’s right to cause the Equity Commitment to be funded (solely to the extent that Parent can enforce the Equity Commitment pursuant to the terms hereof and subject to the terms and conditions of the Merger Agreement, including, without limitation, Section 10.6 thereof), and in such event and solely to such extent the Company will be an express, intended third party beneficiary of the rights granted to Parent hereunder and the Company shall not be a third party beneficiary for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 5 hereof; provided, however, that if all of the conditions set forth in Section 2 of this letter (other than clause (iii) of Section 2 of this letter) have been satisfied (or would be satisfied if the Equity Commitment and the Equity Commitment (as defined in each of the Other Equity Commitment Letters) were satisfied), in the event that the Company seeks specific performance of the Equity Investor’s obligations to fund his, her or its Equity Commitments in accordance with this letter, the parties hereto agree that when determining whether to grant such specific performance, the applicable court shall disregard clause (iii) of Section 2 of this letter (and, for the avoidance of doubt, the Equity Investor’s ultimate obligation to fund his, her or its Equity Commitment hereunder shall no longer be subject to such clause (iii) of Section 2 of this letter). Any exercise by the Company of such third party beneficiary rights are subject to the Company’s unqualified acceptance of, and agreement to comply with, the provisions of this letter. The Equity Investor (x) acknowledges and agrees that this letter is a condition and inducement to the Company’s willingness to enter into the Merger Agreement and the Company would not have entered into the Merger Agreement if not for the terms of this letter, and (y) agrees not to assert that a remedy of specific enforcement made in strict compliance with the terms of this letter is unenforceable, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy, that the parties to this letter otherwise have an adequate remedy at Law or that an award of specific performance made in strict compliance with the terms of this letter is not an appropriate remedy for any reason at Law or equity.

(c)       Concurrently with the execution and delivery of this letter, (i) the Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Equity Investor Limited Guarantee”) and (ii) each Other Equity Investor is executing and delivering to the Company a Limited Guarantee (as amended from time to time, the “Other Limited Guarantees” and together with the Equity Investor Limited Guarantee, collectively, the “Limited Guarantees”), in each case, relating to certain of Parent’s obligations under the Merger Agreement. Except as expressly set forth in Section 6(b) hereof, the Company’s remedies against the Equity Investor under the Equity Investor Limited Guarantee or his, her or its Confidentiality Agreement with respect to any Non-Prohibited Claims, and each Other Equity Investor under his, her or its Other Limited Guarantee or their respective Confidentiality Agreement with respect to any Non-Prohibited Claims, shall, and are intended to, be the sole and exclusive direct or indirect remedies

available to the Company, the Company’s Representatives and its and their respective Affiliates against the Equity Investor, the Other Equity Investors or any Parent Related Party for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of, or liabilities or obligations arising under or in connection with, the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby or by the Merger Agreement or in respect of any oral representations made or alleged to have been made in connection therewith, including in the event Parent breaches its obligations under the Merger Agreement (whether or not a Parent breach is caused by the breach by the Equity Investor of his, her or its obligations under this letter).

7.       Representations and Warranties. The Equity Investor hereby represents and warrants to Parent that:

(a)       (i) if the Equity Investor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) the Equity Investor has the requisite power and authority or legal capacity, as applicable, to execute, deliver and perform this letter, and (iii) if the Equity Investor is an entity, the execution, delivery and performance of this letter by the Equity Investor have been duly authorized by all necessary action on the part of the Equity Investor and no additional proceedings are necessary for the Equity Investor to approve this letter;

(b)       this letter has been duly executed and delivered by the Equity Investor and constitutes a legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with the terms hereof;

(c)       the execution, delivery and performance (including the provision and exchange of information) of this letter by the Equity Investor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Equity Investor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Equity Investor or any of the Equity Investor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Equity Investor is party or by which the Equity Investor is bound;

(d)        (i) the Equity Investor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its Equity Commitment in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this letter shall remain in effect in accordance with Section 3 hereof and (ii) if the Equity Investor is an entity, the Equity Investor’s Equity Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise.

8.       Confidentiality. This letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided, that no such written consent shall be required for disclosures by Parent to (i) the Company, the Other Equity Investors and the Rollover Investors so long as the Company, the Other Equity Investors and the Rollover Investors, as the case may be, agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 8; provided, further, that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this letter or the Merger Agreement in accordance with their terms.

9.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) agrees that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Proceeding, (ii) agrees that any Proceeding out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, (iii) consents to submit itself to the personal jurisdiction of any federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware in connection with any dispute that arises out of this Agreement or any of the transactions contemplated by this Agreement, (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (v) irrevocably waives, to the extent permitted by Law, the right to bring any Proceeding relating to this Agreement in any court other than the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in the manner set forth in Section 12 shall be deemed effective service of process on such party.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(C).

10.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter.

11.       Counterparts; Effectiveness. This letter may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this letter with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this letter.

12.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 12, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below set forth below in this Section 12:

If to the Equity Investor to:

Velvet Investment Pte. Ltd.
Unit 1928, China World Tower 1,

No.1 Jianguomenwai Avenue, Chaoyang District, Beijing
The People’s Republic of China
Attention: Korwin Chiu
E-mail: korwinchiu@gic.com.sg

Fax: (+86) 10-65351078

with a copy (which shall not constitute actual or constructive notice) to:

Morgan, Lewis & Bockius

Beijing Kerry Centre South Tower, Suite 823, 8th Floor,

No. 1 Guang Hua Road, Chaoyang District,

Beijing 100020 China
Attention: Ning Zhang Esq.
Fax: (+86) 10-58763501

E-mail: ning.zhang@morganlewis.com

If to Parent to:

CBMG Holdings

Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: (+86) 21 -31271750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers LLP

31/F AIA Central

1 Connaught Road Central, Hong Kong

Attention: Nima Amini, Esq.

Email: namini@omm.com

Fax: (+852) 25221760

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

[Remainder of page intentionally left blank]

Accepted and acknowledged
as of the date first written above:

PARENT:

Exhibit 18

ROLLOVER AND SUPPORT AGREEMENT

August 11, 2020

This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain stockholders of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Rollover Stockholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of certain common shares, par value US$0.001 per share, of the Company (the “Shares”) as set forth in the columns titled “Owned Securities” and “ESOP Securities for Rollover” opposite such Rollover Stockholder’s name on Schedule A hereto (such Shares, together with any other Shares or voting securities acquired (whether beneficially or of record) by such Rollover Stockholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of such Rollover Stockholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, vested upon acceleration as a result of the transactions contemplated by the Merger Agreement, or issued upon the exercise of any Company Stock Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Rollover Stockholder agrees to (a) have a certain number of Securities as set forth in the column titled “Rollover Shares”, opposite such Rollover Stockholder’s name on Schedule A hereto (the “Rollover Shares”) cancelled for no consideration in the Merger, (b) subscribe for newly issued ordinary shares of Parent, par value $0.001 per share (the “Parent Shares”) immediately prior to Closing, and (c) vote the Securities at the Stockholders Meeting in favor of the Merger, in each case, upon the terms and conditions set forth herein;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, such Rollover Stockholders are entering into this Agreement;

WHEREAS, each Rollover Stockholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of such Rollover Stockholder set forth in this Agreement;

WHEREAS, (i) the cancellation of the Rollover Shares for no consideration at the Closing and the issuance of Parent Shares to the Rollover Stockholders, together with the other transactions contemplated by this Agreement and the Merger Agreement, is intended to be treated as an exchange governed by Section 351(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or otherwise as a tax-deferred transaction for U.S. federal income tax purposes, and (ii) Parent is intended to be treated as a “domestic corporation” for purposes of the Code (the treatment described in paragraphs (i) and (ii), the “Intended U.S. Tax Treatment”);

WHEREAS, concurrently with the execution of this Agreement, Parent and Novartis Pharma AG have entered into a rollover and support agreement (the “Novartis Support Agreement”); and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1 Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Rollover Stockholder irrevocably and unconditionally hereby agrees that at the Stockholders Meeting or other annual or special meeting of the stockholders of the Company, however called, at which any of the matters described in paragraphs (a) – (b) hereof is to be considered (and any adjournment thereof), or in connection with any written resolution of the Company’s stockholders, such Rollover Stockholder shall (i) in case of a meeting, appear or cause his, her or its representative(s) to appear at such meeting or otherwise cause his, her or its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including in person or by proxy), or deliver or cause to be delivered a written consent covering, all of such Rollover Stockholder’s Securities,

(a)       in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) and any other action reasonably requested by Parent that is necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement, and

(b)       against (i) any action, agreement or proposal which could reasonably be expected to impede, interfere with, delay or adversely affect the Merger Agreement, the Merger or this Agreement, (ii) any Acquisition Proposal and (iii) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent and Merger Sub under the Merger Agreement, or of such Rollover Stockholder under this Agreement.

Section 1.2 Grant of Irrevocable Proxy; Appointment of Proxy.

(a)       Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, each Rollover Stockholder hereby irrevocably appoints Parent and any designee thereof as his, her or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 hereof at the Stockholders Meeting or other annual or special meeting of the stockholders of the Company, however called, including any adjournment thereof, at which any of the matters described in Section 1.1 hereof above is to be considered. Each Rollover Stockholder represents that all proxies, powers of attorney, instructions or other requests given by him, her or it prior to the execution of this Agreement in respect of the voting of such Rollover Stockholder’s Securities, if any, are not irrevocable and each Rollover Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Stockholder’s Securities. Each Rollover Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)       Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Stockholder under this Agreement. Each Rollover Stockholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then such Rollover Stockholder agrees to vote his, her or its Securities in accordance with Section 1.1 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Section 1.3 Restrictions on Transfers. Except as provided for in Article II below or pursuant to the Merger Agreement, each Rollover Stockholder hereby agrees that, from the date hereof until the Expiration Time, such Rollover Stockholder shall not, without the prior written consent of Parent and the Company Board (at the direction of the Special Committee), directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and which (i) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Stockholder’s economic interest in such Securities or affecting the ownership of Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or

arrangement or grant any proxy, consent, rights of first offer or refusal, or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Rollover Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or materially delaying such Rollover Stockholder from performing any of his, her or its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) (c) or (d). Any purported Transfer in violation of this Section 1.3 shall be null and void.

Article II

ROLLOVER SHARES

Section 2.1 Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, (a) each Rollover Stockholder agrees that his, her or its Rollover Shares shall be cancelled at the Closing for no consideration, other than the consideration received in Section 2.2 hereof, and (b) other than his, her or its Rollover Shares, all equity securities of the Company held by such Rollover Stockholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement. Each Rollover Stockholder will take all actions necessary to cause the number of Rollover Shares opposite his, her or its name on Schedule A hereto to be treated as set forth herein.

Section 2.2 Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by the Rollover Stockholders in accordance with Section 2.1 hereof, Parent shall issue to each Rollover Stockholder (or, if designated by such Rollover Stockholder in writing, an Affiliate of such Rollover Stockholder), and such Rollover Stockholder or his, her or its Affiliate (as applicable) shall subscribe for, the number of Parent Shares set forth opposite such Rollover Stockholder’s name in column titled “Parent Shares” of Schedule A hereto. Each Rollover Stockholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Stockholder or his, her or its designated Affiliate is equal to (x) the total number of Rollover Shares owned by such Rollover Stockholder multiplied by (y) the Per Share Merger Consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Stockholder by Parent and Merger Sub in respect of the Rollover Shares held by such Rollover Stockholder and cancelled pursuant to Section 2.1 hereof, and (c) such Rollover Stockholder shall have no right to any Per Share Merger Consideration in respect of the Rollover Shares held by him, her or it.

Section 2.3 Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Section 8.1 and Section 8.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to the Closing.

Section 2.4 Deposit of Rollover Shares. No later than five (5) Business Days prior to the Closing, each Rollover Stockholder and any agent of such Rollover Stockholder holding certificates evidencing any of his, her or its Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing such Rollover Shares in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE ROLLOVER STOCKHOLDERS

Section 3.1 Representations and Warranties. Each Rollover Stockholder, severally and not jointly, represents and warrants to Parent as of the date hereof and as of the Rollover Closing:

(a)       such Rollover Stockholder has the requisite power and authority to execute, deliver and perform this Agreement;

(b)       if such Rollover Stockholder is an entity, the execution, delivery and performance of this Agreement by such Rollover Stockholder has been duly authorized by all necessary action on the part of such Rollover Stockholder and no additional proceedings are necessary for such Rollover Stockholder to approve this Agreement;

(c)       this Agreement has been duly executed and delivered by such Rollover Stockholder and constitutes a valid and binding agreement of such Rollover Stockholder enforceable against such Rollover Stockholder in accordance with the terms hereof, except as enforceability is subject to the Bankruptcy and Equity Exception;

(d)       (i) the execution, delivery and performance (including the provision and exchange of information) of this Agreement by such Rollover Stockholder does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (a) if such Rollover Stockholder is an entity, any provision of its organizational documents, (b) any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on property or assets of such Rollover Stockholder pursuant to any Contract to which the Rollover Stockholder is a party or by which the Rollover Stockholder or any property or asset of the Rollover Stockholder is bound or affected, (c) any order, writ, injunction or Law applicable to such Rollover Stockholder or any of such Rollover Stockholder’s properties and assets or (d) any of the terms of any material contract or agreement to which such Rollover Stockholder is a party or by which such Rollover Stockholder is bound, and (ii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of such Rollover Stockholder;

(e)       (i) such Rollover Stockholder (A) is and, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, his, her or its Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Rollover Stockholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of his, her or its Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws and the terms of this Agreement; (ii) his, her or its Securities are not subject to any voting trust agreement or

other Contract to which such Rollover Stockholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) such Rollover Stockholder has not Transferred any interest in any of his, her or its Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, other than his, her or its Owned Shares, such Rollover Stockholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Rollover Stockholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of his, her or its Owned Shares, except as contemplated by this Agreement;

(f)       there is no Proceeding pending against such Rollover Stockholder or, to the knowledge of such Rollover Stockholder, any other Person or, to the knowledge of such Rollover Stockholder, threatened against such Rollover Stockholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Stockholder of his, her or its obligations under this Agreement;

(g)       such Rollover Stockholder has been afforded the opportunity to ask such questions as he, she or it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares and such Rollover Stockholder acknowledges that he, she or it has been advised to discuss with his, her or its own counsel the meaning and legal consequences of such Rollover Stockholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h)       such Rollover Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Rollover Stockholder’s execution, delivery and performance of this Agreement.

Section 3.2 Covenants. Each Rollover Stockholder hereby, severally and not jointly:

(a)       agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Rollover Stockholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Stockholder of his, her or its obligations under this Agreement;

(b)       agrees to permit and authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC or any regulatory authority, the Proxy Statement (including all documents filed with the SEC in accordance therewith), Schedule 13E-3, any current report of the Company on Form 8-K, such Rollover Stockholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the nature of such Rollover Stockholder’s commitments, arrangements and understandings under this Agreement and to file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority relating to the Merger;

(c)       agrees and covenants, that such Rollover Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to which beneficial ownership

(within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Stockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares, or upon exercise or conversion of any securities of the Company after the date hereof, and that such Shares shall be “Securities” for purposes of Article I;

(d)       agrees and covenants that he, she or it shall (i) pay any Taxes arising from or attributable to the receipt of (A) Per Share Merger Consideration by such Rollover Stockholder or his, her or its Affiliates pursuant to the Merger Agreement (if any) and/or (B) Parent Shares by such Rollover Stockholder or his, her or its Affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) upon the earlier of the due date for such Taxes or thirty (30) days after receiving notice of such Taxes, and (ii) bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Company and any Affiliate thereof (other than such Rollover Stockholder) (collectively, the “Indemnified Parties”) for, from and against (A) any and all liabilities for Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the Tax Liabilities (for the avoidance of doubt, the term “Tax Liabilities” shall include, without limitation, any and all liability for Taxes arising from or attributable to the receipt of Per Share Merger Consideration and/or Parent Shares as described in Section 3.2(e)(i) above and any liability for withholding Taxes; (B) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities), and (iii) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to ensure that such Rollover Stockholder has adequate capital resources available to satisfy his, her or its indemnification obligations in accordance with this Section 4.2(e);

(e)       agrees and covenants that, if such Rollover Stockholder or the ultimate shareholder of such Rollover Stockholder is or is deemed to be a resident of the PRC under the Laws of the PRC, such Rollover Stockholder shall, as soon as practicable after the date hereof, use his, her or its reasonable best efforts to (i) submit an application to the State Administration of Foreign Exchange for the registration of his, her or its holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Outbound Investment and Financing and Inbound Investment via Special Purpose Vehicles, or Circular 37 (Hui Fa [2014] 37) (or any successor Law, rule or regulation), and (ii) complete such registration prior to the Closing;

(f)       agrees that, upon request of Parent, such Rollover Stockholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary to carry out the provisions of this Agreement;

(g)       agrees that he, she or it will not exercise any dissenters’ rights with respect to the Merger in accordance with Section 262 of the DGCL, including the right of such Rollover Stockholder who has not voted in favor of the Merger Agreement to require payment of fair cash value of Shares; and

(h)       agrees not to, in his, her or its capacity as a stockholder of the Company, commence or participate in, and to take all actions necessary to opt out of any class in any class

action with respect to, any claim, derivative or otherwise, against the Company or Parent and their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (i) challenging the validity of or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (ii) alleging any breach of any fiduciary duty of any Person in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby or (iii) otherwise relating to this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including, without limitation, the Merger.

Article IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to each Rollover Stockholder that as of the date hereof and as of the Rollover Closing:

(a)       Parent is duly organized, validly existing and in good standing under the Laws of Cayman Islands; 

(b)       the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the powers of Parent and have been duly authorized by all necessary action;

(c)       this Agreement has been duly and validly executed and delivered by Parent and assuming due execution and delivery by each Rollover Stockholder, this Agreement constitutes a valid and binding Agreement of Parent enforceable against it in accordance with its terms, except as enforceability is subject to the Bankruptcy and Equity Exception;

(d)       (i) the execution, delivery and performance (including the provision and exchange of information) of this Agreement by Parent does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (a) any provision of its respective organizational documents, (b) any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on property or assets of Parent pursuant to any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected, (c) any order, writ, injunction or Law applicable to Parent or any properties and assets of Parent or (d) any of the terms of any material contract or agreement to which Parent is a party or by which Parent is bound, and (ii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of Parent; and

(e)       at the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Parent.

Article V

TERMINATION

This Agreement, and the obligations of each Rollover Stockholder hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article VI hereof shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Section 2.3 hereof has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Rollover Stockholder to the position he, she or it was in with respect to ownership of the Rollover Shares prior to such Rollover Closing.

Article VI

MISCELLANEOUS

Section 6.1 Failing Investor. Notwithstanding the foregoing, if any Rollover Stockholder becomes a Failing Investor (as defined in the Interim Investors Agreement), such Rollover Stockholder should be treated as a Failing Investor pursuant to Sections 2.1, 2.3, 2.5, 2.7, 2.12, 2.13, 2.14, 2.15 and 4.3 of the Interim Investors Agreement.

Section 6.2 Notices. Any notice, request, instruction or other document to be provided hereunder by any party to another party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile, overnight courier or electronic mail, to the address provided in this Section 6.2, or to such other address or facsimile number or electronic mail address as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. All notices hereunder shall be delivered to the address set forth on Schedule B hereto under each party’s name (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 6.2).

Section 6.3 Capacity. Notwithstanding anything to the contrary in this Agreement, (i) each Rollover Stockholder is entering into this Agreement, and agreeing to become bound hereby, solely in his, her or its capacity as a record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, the Securities and not in any other capacity (including without limitation any capacity as a director, member of any board committee or officer of the Company) and (ii) nothing in this Agreement shall obligate such Rollover Stockholder or his, her or its Representatives to take, or forbear from taking, as a director, member of any board committee or officer of the Company, any action which is inconsistent with his, her or its Representatives’ fiduciary duties under applicable Law.

Section 6.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

Section 6.5 Entire Agreement. This Agreement, the Novartis Support Agreement, any other rollover agreements entered into by any stockholder of the Company, the Interim Investors Agreement, the Limited Guarantees, the Equity Commitment Letters and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 6.6 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any federal court within the State of Delaware), in addition to any other remedy to which they may be entitled at Law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.

Section 6.7 Amendments; Waivers. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.8 Governing Law; Dispute Resolution. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO NEGOTIATION AND EXPLORATION WITH RESPECT TO OR ENTERING INTO OF THIS AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE THAT ANY SUCH LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO PERSONAL JURISDICTION IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 6.8 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS; (C) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY

OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM; (D) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 6.2 FOR COMMUNICATIONS TO SUCH PARTY; (E) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (F) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 6.9 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES OF FACT AND LAW, AND THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE NEGOTIATION, EXPLORATION, DUE DILIGENCE WITH RESPECT TO OR ENTERING INTO OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.9.

Section 6.10 No Third Party Beneficiaries. Nothing in this Agreement shall be construed as giving any person, other than the parties and their heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof; provided, however, that the Company is an express third-party beneficiary of this Agreement (except with respect to Section 6.1) and shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

Section 6.11 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of a Rollover Stockholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.12 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties; provided, however, that if any of the Rollover Stockholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

Section 6.13 Tax Treatment. The parties agree to report the transactions contemplated by this Agreement in accordance with the Intended U.S. Tax Treatment and to file all U.S. federal, state, and local tax returns consistently with such treatment, except to the extent required by applicable law. No change shall be made to the entity type or jurisdiction of organization of Parent or Merger Sub, or to the consideration payable under this Agreement or the Merger Agreement, if such change would require reporting the transactions contemplated by this Agreement otherwise than in accordance with the Intended U.S. Tax Treatment.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE TO ROLLOVER AND SUPPORT AGREEMENT]

Schedule A

* Class A Shares and Class B Shares as defined in the shareholders agreement to be entered into among parties listed in Schedule A and other parties thereto on the Closing Date, which shall have the same ranking and equal rights in all respects, except that each Class A Share shall carry one (1) vote per share and each Class B Share shall carry 6 votes per share on all matters to be voted upon by the shareholders of Parent.

** Represents 10,000 Shares owned by Mr. Bizuo (Tony) Liu under the Company’s 401(K) plan.

Schedule B

Exhibit 19 

LIMITED GUARANTEE

OF

BIZUO (TONY) LIU

LIMITED GUARANTEE, dated as of August 11, 2020 (this “Limited Guarantee”), by Bizuo (Tony) Liu, a citizen of the United States of America (the “Guarantor”), in favor of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Guaranteed Party”).

1.       Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, as primary obligor and not merely as surety, the due and punctual observance, performance, discharge and payment of 4.76% (the “Guaranteed Percentage”) of the obligations of Parent to pay each of (i) the Parent Termination Fee to the Company when and only if the Parent Termination Fee becomes payable pursuant to Section 9.5(c) of the Merger Agreement and (ii) any related amounts pursuant to Section 9.5(d) of the Merger Agreement, if, when and as due (the amounts in this clause (i) and (ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the “Obligations”, and the Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $1,190,476.19 less the Guaranteed Percentage of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Obligations (the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee, the Other Guarantees (as defined below), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Concurrently with, or prior to, the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering, or have also entered, into limited guarantees substantially identical to this Limited Guarantee (each, as may be amended from time to time, an “Other Guarantee”) with the Guaranteed Party.

 2.       Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations (subject to the Cap) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collection. In furtherance of the foregoing, the Guarantor acknowledges that his, her or its liability hereunder shall extend to the full amount of the Guaranteed Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce this Limited Guarantee for such amount, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action.

3.       Changes in the Guaranteed Obligations; Certain Waivers.

(a)       The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Parent or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or any such other Person and such action shall not in any way impair or affect the Guarantor’s obligations under this Limited Guarantee. The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent that the Guaranteed Party offers to release the Guarantor under this Limited Guarantee or to amend or waive the provisions of this Limited Guarantee, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of any Other Guarantor under the Other Guarantees shall be several and not joint. Subject to the immediately preceding sentence of this Section 3, the Guarantor agrees that the obligations of the Guarantor hereunder shall, to the fullest extent permitted by applicable Law, be absolute, irrevocable, continuing and unconditional irrespective of, and shall not be released or discharged, in whole or in part, or otherwise affected by, (i) the failure of the Guaranteed Party to assert, or the delay in the Guaranteed Party asserting, any claim or demand or to enforce any right or remedy against Parent or any other Person interested in the transactions contemplated by the Merger Agreement or to collect the Guaranteed Obligations from Parent or the Guarantor; (ii) any change in the time, place or manner of payment of, or any other term of, the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any Equity Commitment Letters made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of the Guarantor, Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement;

(v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other Person interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (vii) any discharge of the Guarantor as a matter of applicable Law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of the indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of a defense to the payment of the Guaranteed Obligations that Parent has under the terms of the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligations; or (ix) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(b)       To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub or under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and on the advice of counsel.

(c)       The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, any Equity Commitment Letter, any Support Agreement or the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Parent Related Party, except for claims that are Non-Prohibited Claims (as defined below) against such Person, and the Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause Parent, the Parent Related Parties and its and their respective Subsidiaries, Affiliates and Representatives not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved (other than by operation of any bankruptcy, insolvency or similar law) of all or any portion of the Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his, her or its Guaranteed Obligations under this Limited Guarantee solely in respect of such relieved Obligations.

 (d)       Subject to the first sentence of Section 1 hereof, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Parent Related Party or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guaranteed Obligations (subject to the Cap) under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against any Parent Related Party or such other Person whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Related Party or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations payable under this Limited Guarantee (subject to the Cap) shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations (subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations (subject to the Cap), in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guaranteed Obligations. The Guaranteed Party hereby agrees that the Guarantor shall have all defenses to the payment of his, her or its obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that are or would be available to Parent or Merger Sub pursuant to the terms of, or otherwise with respect to, the Merger Agreement with respect to the Obligations (except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of Parent and those defenses expressly waived by this Limited Guarantee), as well as any defenses in respect of any fraud.

4.       No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed to it by applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent prior to proceeding against the Guarantor hereunder. The failure by the Guaranteed Party to pursue rights or remedies against Parent or any other Person shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable Law, of the Guaranteed Party.

 5.       Representations and Warranties.

(a)       The Guarantor hereby represents and warrants to the Guaranteed Party that:

(i)       the Guarantor (i) if the Guarantor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the requisite power and authority or has the legal capacity, as applicable, to execute, deliver and perform this Limited Guarantee, and (iii) if the Guarantor is an entity, the execution, delivery and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and no additional proceedings are necessary for the Guarantor to approve this Limited Guarantee;

(ii)       this Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms hereof;

(iii)       the execution, delivery and performance (including the provision and exchange of information) of this Limited Guarantee by the Guarantor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Guarantor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Guarantor or any of the Guarantor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Guarantor is party or by which the Guarantor is bound;

(iv)       the Guarantor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its obligations under this Limited Guarantee in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

(b)       The Guaranteed Party hereby represents and warrants to the Guarantor that:

(i)       the execution, delivery and performance of this Limited Guarantee has been duly authorized by all necessary corporate action and does not contravene any provision of the Guaranteed Party’s certificate of incorporation, bylaws or operating agreement, or any Law or contractual restriction applicable to or binding on the Guaranteed Party or its assets; and

(ii)       assuming due execution and delivery of the Merger Agreement by Parent and Merger Sub, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to (x) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (y) general equitable principles (whether considered in a proceeding in equity or at law).

6.       Assignment. Neither the Guarantor nor the Guaranteed Party may assign their respective rights, interests or obligations hereunder to any other Person (including by operation of law) without the prior written consent of the Guaranteed Party or the Guarantor, as the case may be. Notwithstanding the foregoing, the Guarantor may assign his, her or its rights, interests or the Guaranteed Obligations hereunder to one or

more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 5(a) or (ii) any of the investment funds managed or advised by the Guarantor or any of his, her or its Affiliates, or any of the investment vehicles of the Guarantor, such Affiliates or such investment funds (other than any portfolio companies of it, such Affiliates or such investment funds); provided, however, that no such assignment shall relieve the Guarantor of the Guaranteed Obligations hereunder except that the Guarantor’s Guaranteed Obligations hereunder shall be reduced on a dollar-for-dollar basis by any amounts actually paid to the Guaranteed Party by such Affiliates or such investment funds in respect of the Guaranteed Obligations hereunder. Notwithstanding anything in this Limited Guarantee to the contrary, in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a portion of his, her or its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the maximum amount of the Guaranteed Obligations (less amounts paid under this Limited Guarantee prior to such event), then, and in either such case, the Guaranteed Party shall be entitled to seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be. As used in this Limited Guarantee, unless otherwise specified, the term “Guarantor” includes the Guarantor’s Successor Entity.

7.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 7, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below in this Section 7:

If to the Guarantor to:

Bizuo (Tony) Liu
1345 Avenue of Americas, 15th Floor,

New York, New York 10105

Fax: +1-347-679-8203
E-mail: tonybizliu@gmail.com

with a copy (which shall not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F Jardine House

1 Connaught Place Central

Hong Kong
Attention: Weiheng Chen, Esq.

Jie Zhu, Esq.

jizhu@wsgr.com

If to the Guaranteed Party to:

Cellular Biomedicine Group, Inc.
209 Perry Parkway, Suite 13

Gaithersburg, Maryland 20877

Attention: Special Committee Chair

Fax: +1 347 679 8203

E-mail: ckalanau@yahoo.com

with a copy (which shall not constitute notice) to:

White & Case LLP
9th Floor Central Tower
28 Queen’s Road Central
Hong Kong SAR
Attention: William Fong, Esq.
Fax: + 852 2845 9070
E-mail: william.fong@whitecase.com

and

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
United States
Attention: Morton A. Pierce, Esq.

Chang-Do Gong, Esq.

Fax:           +1 212 354 8113
E-mail:      morton.pierce@whitecase.com

cgong@whitecase.com

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

 8.       Continuing Guarantee.

(a)       Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the Closing, (ii) subject to the Cap, receipt in full in cash by the Guaranteed Party of the payment of the Guaranteed Obligations of Parent, and (iii) the termination of the Merger Agreement in accordance with the terms thereof and, in the case of this clause (iii), any of (w) payment in full of the Parent Termination Fee pursuant to Section 9.5(c) of the Merger Agreement and all amounts payable by Parent to the Guaranteed Party pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties hereto, (y) under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee pursuant to the provisions of the Merger Agreement, or (z) one hundred and twenty days have elapsed following such termination of the Merger Agreement, unless, solely in the case of this sub clause (z), a claim for payment of the Guaranteed Obligations is presented in writing by the Guaranteed Party to the Guarantor on or prior to the last day of such one hundred and twenty day period (in which case, this Limited Guarantee shall terminate on the date such claim is (I) resolved by a final, non-appealable order of a court of competent jurisdiction specifically identified in Section 10(b) below, (II) resolved as agreed in writing by the parties hereto or (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to be owed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted to Guarantor on or before the one hundred and twentieth day after such termination of the Merger Agreement).

(b)       Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or any of their respective successors and assigns asserts in writing in any litigation or other Proceeding before a Governmental Entity (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Parent Related Party with respect to this Limited Guarantee, Other Guarantees, the Equity Commitment Letters, the Support Agreements, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made

 in connection therewith) (other than, solely with respect to this clause (ii), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) neither the Guarantor nor any Parent Related Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

9.       No Recourse.

(a)       The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs.

(b)       Notwithstanding anything that may be expressed or implied in this Limited Guarantee, any Other Guarantees, the Merger Agreement or any other Transaction Agreement (including, without limitation, the Equity Commitment Letters), or in any agreement, document or instrument delivered, or statement made or action taken, in connection with or pursuant to the transactions contemplated by any of the Merger Agreement or any other Transaction Agreements or the negotiation, execution, performance or breach of any of the Merger Agreement or any other Transaction Agreements, and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor may be an individual, a corporation, partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that (i) in no event shall the Guaranteed Party or any of its Affiliates seek any monetary damages or any other monetary recovery, judgment or remedies (including consequential, indirect or punitive damages) against Parent in excess of the Cap, in connection with the Merger Agreement or in connection with the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated thereby (including in respect of any oral representations made or alleged to have been made in connection therewith), (ii) it has no right of recovery against, and that no recourse shall be had against and no personal liability shall attach to, any of the former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or representatives of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Guarantor, any Other Guarantor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of Parent against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for its rights to recover from the Guarantor and any Other Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and any Other Guarantee, and subject to the other limitations described herein and therein (including, for the avoidance of

doubt, the Cap), and except for any Non-Prohibited Claims against such Person, and (iii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transactions are its rights to recover from, and assert claims against, (A) Parent and Merger Sub under and in accordance with the Merger Agreement, (B) the Guarantor (but not any Parent Related Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap and the other limitations described herein), (C) the Guarantor or an Affiliate of the Guarantor under and in accordance with the Confidentiality Agreement entered into by and between the Guarantor (or an Affiliate of the Guarantor, as the case may be) and the Guaranteed Party to enforce the Guaranteed Party’s rights thereunder and (D) the Guarantor upon exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letters or the Support Agreements, as the case may be (claims under (A), (B), (C) and (D) collectively, the “Non-Prohibited Claims”); it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor, any Other Guarantor or any of their respective successors or permitted assigns under this Limited Guarantee, any Other Guarantee or any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligation or their creation.

(c)       Except for any claims that are Non-Prohibited Claims against such Person, recourse against the Guarantor under this Limited Guarantee or any Other Guarantor under the respective Other Guarantee, subject to the limitations and conditions set forth herein and therein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor, any Other Guarantor and any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or in connection with the failure of the transactions contemplated thereby to be consummated for any reason or otherwise in connection with the transactions contemplated thereby or in respect of any representations made or alleged to be made in connection therewith, whether at law or in equity, in contract, in tort or otherwise. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent to the Guaranteed Party or shall confer or give, or shall be construed to confer or give, to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein.

 10.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) consents to submit itself to the personal jurisdiction and venue of any federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Limited Guarantee or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any such suit in any court other than a federal or state court sitting in the State of Delaware, (iv) irrevocably agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in such federal or state court sitting in the State of Delaware and (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7 above or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(C).

 11.       Entire Agreement; Amendments; Severability.

(a)       This Limited Guarantee, Other Guarantees, the Merger Agreement, the Support Agreements and the Equity Commitment Letters, constitute the entire agreement with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any Parent Related Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor. The Guarantor and his, her or its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee, except as expressly set forth herein by the Guaranteed Party. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(b)       If any provision of this Limited Guarantee or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Limited Guarantee, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitations set forth herein.

12.       Third Party Beneficiaries. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guarantee the parties intend that all Parent Related Parties shall be, and such Parent Related Parties are, intended third party beneficiaries of Section 9 of this Limited Guarantee who may rely on and enforce the provisions of this Limited Guarantee that bar the liability, or otherwise protect the interests, of such Parent Related Parties.

13.       Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to by the Guaranteed Party or any of its Affiliates or Representatives in any document, except with the prior written consent of the Guarantor; provided, that no such written consent is required for any disclosure of the existence or content of this Limited Guarantee by the Guaranteed Party: (i) to its Affiliates and its Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 13 or (ii) to the extent required by Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this Limited Guarantee or the Merger Agreement in accordance with their terms.

14.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

15.       Counterparts; Effectiveness. This Limited Guarantee may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this Limited Guarantee with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Limited Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by himself.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

Schedule A

Other Guarantors

Exhibit 20

LIMITED GUARANTEE

OF

YUNFENG FUND III, L.P.

LIMITED GUARANTEE, dated as of August 11, 2020 (this “Limited Guarantee”), by Yunfeng Fund III, L.P., an exempted limited partnership organized under the Laws of the Cayman Islands (the “Guarantor”), in favor of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Guaranteed Party”).

1.       Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, as primary obligor and not merely as surety, the due and punctual observance, performance, discharge and payment of 50.00% (the “Guaranteed Percentage”) of the obligations of Parent to pay each of (i) the Parent Termination Fee to the Company when and only if the Parent Termination Fee becomes payable pursuant to Section 9.5(c) of the Merger Agreement and (ii) any related amounts pursuant to Section 9.5(d) of the Merger Agreement, if, when and as due (the amounts in this clause (i) and (ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the “Obligations”, and the Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $12,500,000.00 less the Guaranteed Percentage of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Obligations (the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee, the Other Guarantees (as defined below), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Concurrently with, or prior to, the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering, or have also entered, into limited guarantees substantially identical to this Limited Guarantee (each, as may be amended from time to time, an “Other Guarantee”) with the Guaranteed Party.

2.       Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations (subject to the Cap) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collection. In furtherance of the foregoing, the Guarantor acknowledges that his, her or its liability hereunder shall extend to the full amount of the Guaranteed Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce this Limited Guarantee for such amount, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action.

3.       Changes in the Guaranteed Obligations; Certain Waivers.

(a)       The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Parent or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or any such other Person and such action shall not in any way impair or affect the Guarantor’s obligations under this Limited Guarantee. The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent that the Guaranteed Party offers to release the Guarantor under this Limited Guarantee or to amend or waive the provisions of this Limited Guarantee, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of any Other Guarantor under the Other Guarantees shall be several and not joint. Subject to the immediately preceding sentence of this Section 3, the Guarantor agrees that the obligations of the Guarantor hereunder shall, to the fullest extent permitted by applicable Law, be absolute, irrevocable, continuing and unconditional irrespective of, and shall not be released or discharged, in whole or in part, or otherwise affected by, (i) the failure of the Guaranteed Party to assert, or the delay in the Guaranteed Party asserting, any claim or demand or to enforce any right or remedy against Parent or any other Person interested in the transactions contemplated by the Merger Agreement or to collect the Guaranteed Obligations from Parent or the Guarantor; (ii) any change in the time, place or manner of payment of, or any other term of, the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any Equity Commitment Letters made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of the Guarantor, Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement;

(v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other Person interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (vii) any discharge of the Guarantor as a matter of applicable Law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of the indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of a defense to the payment of the Guaranteed Obligations that Parent has under the terms of the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligations; or (ix) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(b)       To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub or under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and on the advice of counsel.

(c)       The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, any Equity Commitment Letter, any Support Agreement or the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Parent Related Party, except for claims that are Non-Prohibited Claims (as defined below) against such Person, and the Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause Parent, the Parent Related Parties and its and their respective Subsidiaries, Affiliates and Representatives not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved (other than by operation of any bankruptcy, insolvency or similar law) of all or any portion of the Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his, her or its Guaranteed Obligations under this Limited Guarantee solely in respect of such relieved Obligations.

 (d)       Subject to the first sentence of Section 1 hereof, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Parent Related Party or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guaranteed Obligations (subject to the Cap) under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against any Parent Related Party or such other Person whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Related Party or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations payable under this Limited Guarantee (subject to the Cap) shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations (subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations (subject to the Cap), in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guaranteed Obligations. The Guaranteed Party hereby agrees that the Guarantor shall have all defenses to the payment of his, her or its obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that are or would be available to Parent or Merger Sub pursuant to the terms of, or otherwise with respect to, the Merger Agreement with respect to the Obligations (except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of Parent and those defenses expressly waived by this Limited Guarantee), as well as any defenses in respect of any fraud.

4.       No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed to it by applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent prior to proceeding against the Guarantor hereunder. The failure by the Guaranteed Party to pursue rights or remedies against Parent or any other Person shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable Law, of the Guaranteed Party.

5.       Representations and Warranties.

(a)       The Guarantor hereby represents and warrants to the Guaranteed Party that:

(i)       the Guarantor (i) if the Guarantor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the requisite power and authority or has the legal capacity, as applicable, to execute, deliver and

perform this Limited Guarantee, and (iii) if the Guarantor is an entity, the execution, delivery and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and no additional proceedings are necessary for the Guarantor to approve this Limited Guarantee;

(ii)       this Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms hereof;

(iii)       the execution, delivery and performance (including the provision and exchange of information) of this Limited Guarantee by the Guarantor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Guarantor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Guarantor or any of the Guarantor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Guarantor is party or by which the Guarantor is bound;

(iv)       the Guarantor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its obligations under this Limited Guarantee in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

(b)       The Guaranteed Party hereby represents and warrants to the Guarantor that:

(i)       the execution, delivery and performance of this Limited Guarantee has been duly authorized by all necessary corporate action and does not contravene any provision of the Guaranteed Party’s certificate of incorporation, bylaws or operating agreement, or any Law or contractual restriction applicable to or binding on the Guaranteed Party or its assets; and

(ii)       assuming due execution and delivery of the Merger Agreement by Parent and Merger Sub, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to (x) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (y) general equitable principles (whether considered in a proceeding in equity or at law).

6.       Assignment. Neither the Guarantor nor the Guaranteed Party may assign their respective rights, interests or obligations hereunder to any other Person (including by operation of law) without the prior written consent of the Guaranteed Party or the Guarantor, as the case may be. Notwithstanding the foregoing, the Guarantor may assign his, her or its rights, interests or the Guaranteed Obligations hereunder to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 5(a) or (ii) any of the investment funds managed or advised by the Guarantor or any of his, her or its Affiliates, or any of the investment vehicles of the Guarantor, such Affiliates or such investment funds (other than any portfolio companies of it, such Affiliates or such investment funds); provided, however, that no such assignment shall relieve the Guarantor of the Guaranteed Obligations hereunder except that the Guarantor’s Guaranteed Obligations hereunder shall be reduced on a dollar-for-dollar basis by any amounts actually paid to the Guaranteed Party by such Affiliates or such investment funds in

respect of the Guaranteed Obligations hereunder. Notwithstanding anything in this Limited Guarantee to the contrary, in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a portion of his, her or its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the maximum amount of the Guaranteed Obligations (less amounts paid under this Limited Guarantee prior to such event), then, and in either such case, the Guaranteed Party shall be entitled to seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be. As used in this Limited Guarantee, unless otherwise specified, the term “Guarantor” includes the Guarantor’s Successor Entity.

7.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 7, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below in this Section 7:

If to the Guarantor to:

Yunfeng Fund III, L.P.
Room 3501, 35th floor,

K. Wah Centre, No. 1010,

Middle Huaihai Rd, Shanghai 200031, China

Attention: Xin Huang

E-mail: huangxin@yfc.cn

Fax: +86-21-3127-1750

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers

31/F AIA Central

1 Connaught Road Central, Hong Kong
Attention: Nima Amini, Esq.
Fax: +852-2522-1760

E-mail: namini@omm.com

If to the Guaranteed Party to:

Cellular Biomedicine Group, Inc.
209 Perry Parkway, Suite 13

Gaithersburg, Maryland 20877

Attention: Special Committee Chair

Fax: +1 347 679 8203

E-mail: ckalanau@yahoo.com

with a copy (which shall not constitute notice) to:

White & Case LLP
9th Floor Central Tower
28 Queen’s Road Central
Hong Kong SAR
Attention: William Fong, Esq.
Fax: + 852 2845 9070
E-mail: william.fong@whitecase.com

and

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
United States
Attention: Morton A. Pierce, Esq.

                     Chang-Do Gong, Esq.
Fax:         +1 212 354 8113
E-mail:     morton.pierce@whitecase.com

                     cgong@whitecase.com 

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

8.       Continuing Guarantee.

(a)       Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the Closing, (ii) subject to the Cap, receipt in full in cash by the Guaranteed Party of the payment of the Guaranteed Obligations of Parent, and (iii) the termination of the Merger Agreement in accordance with the terms thereof and, in the case of this

clause (iii), any of (w) payment in full of the Parent Termination Fee pursuant to Section 9.5(c) of the Merger Agreement and all amounts payable by Parent to the Guaranteed Party pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties hereto, (y) under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee pursuant to the provisions of the Merger Agreement, or (z) one hundred and twenty days have elapsed following such termination of the Merger Agreement, unless, solely in the case of this sub clause (z), a claim for payment of the Guaranteed Obligations is presented in writing by the Guaranteed Party to the Guarantor on or prior to the last day of such one hundred and twenty day period (in which case, this Limited Guarantee shall terminate on the date such claim is (I) resolved by a final, non-appealable order of a court of competent jurisdiction specifically identified in Section 10(b) below, (II) resolved as agreed in writing by the parties hereto or (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to be owed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted to Guarantor on or before the one hundred and twentieth day after such termination of the Merger Agreement).

(b)       Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or any of their respective successors and assigns asserts in writing in any litigation or other Proceeding before a Governmental Entity (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Parent Related Party with respect to this Limited Guarantee, Other Guarantees, the Equity Commitment Letters, the Support Agreements, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (ii), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) neither the Guarantor nor any Parent Related Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

9.       No Recourse.

(a)       The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs.

 (b)       Notwithstanding anything that may be expressed or implied in this Limited Guarantee, any Other Guarantees, the Merger Agreement or any other Transaction Agreement (including, without limitation, the Equity Commitment Letters), or in any agreement, document or instrument delivered, or statement made or action taken, in connection with or pursuant to the transactions contemplated by any of the Merger Agreement or any other Transaction Agreements or the negotiation, execution, performance or breach of any of the Merger Agreement or any other Transaction Agreements, and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor may be an individual, a corporation, partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that (i) in no event shall the Guaranteed Party or any of its Affiliates seek any monetary damages or any other monetary recovery, judgment or remedies (including consequential, indirect or punitive damages) against Parent in excess of the Cap, in connection with the Merger Agreement or in connection with the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated thereby (including in respect of any oral representations made or alleged to have been made in connection therewith), (ii) it has no right of recovery against, and that no recourse shall be had against and no personal liability shall attach to, any of the former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or representatives of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Guarantor, any Other Guarantor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of Parent against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for its rights to recover from the Guarantor and any Other Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and any Other Guarantee, and subject to the other limitations described herein and therein (including, for the avoidance of doubt, the Cap), and except for any Non-Prohibited Claims against such Person, and (iii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transactions are its rights to recover from, and assert claims against, (A) Parent and Merger Sub under and in accordance with the Merger Agreement, (B) the Guarantor (but not any Parent Related Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap and the other limitations described herein), (C) the Guarantor or an Affiliate of the Guarantor under and in accordance with the Confidentiality Agreement entered into by and between the Guarantor (or an Affiliate of the Guarantor, as the case may be) and the Guaranteed Party to enforce the Guaranteed Party’s rights thereunder and (D) the Guarantor upon exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letters or the Support Agreements, as the case may be (claims under (A), (B), (C) and (D) collectively, the “Non-Prohibited Claims”); it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor, any Other Guarantor or any of their respective successors or

permitted assigns under this Limited Guarantee, any Other Guarantee or any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligation or their creation.

(c)       Except for any claims that are Non-Prohibited Claims against such Person, recourse against the Guarantor under this Limited Guarantee or any Other Guarantor under the respective Other Guarantee, subject to the limitations and conditions set forth herein and therein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor, any Other Guarantor and any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or in connection with the failure of the transactions contemplated thereby to be consummated for any reason or otherwise in connection with the transactions contemplated thereby or in respect of any representations made or alleged to be made in connection therewith, whether at law or in equity, in contract, in tort or otherwise. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent to the Guaranteed Party or shall confer or give, or shall be construed to confer or give, to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein.

10.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) consents to submit itself to the personal jurisdiction and venue of any federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Limited Guarantee or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any such suit in any court other than a federal or state court sitting in the State of Delaware, (iv) irrevocably agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in such federal or state court sitting in the State of Delaware and (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7 above or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(C).

11.       Entire Agreement; Amendments; Severability.

(a)       This Limited Guarantee, Other Guarantees, the Merger Agreement, the Support Agreements and the Equity Commitment Letters, constitute the entire agreement with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any Parent Related Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor. The Guarantor and his, her or its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee, except as expressly set forth herein by the Guaranteed Party. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(b)       If any provision of this Limited Guarantee or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Limited Guarantee, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitations set forth herein.

12.       Third Party Beneficiaries. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guarantee the parties intend that all Parent Related Parties shall be, and such Parent Related Parties are, intended third party beneficiaries of Section 9 of this Limited Guarantee who may rely on and enforce the provisions of this Limited Guarantee that bar the liability, or otherwise protect the interests, of such Parent Related Parties.

13.       Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to by the Guaranteed Party or any of its Affiliates or Representatives in any document, except with the prior written consent of the Guarantor; provided, that no such written consent is required for any disclosure of the existence or content of this Limited Guarantee by the Guaranteed Party: (i) to its Affiliates and its Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 13 or (ii) to the extent required by Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this Limited Guarantee or the Merger Agreement in accordance with their terms.

14.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

15.       Counterparts; Effectiveness. This Limited Guarantee may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this Limited Guarantee with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Limited Guarantee.

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IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

Schedule A

Other Guarantors

Exhibit 21 

LIMITED GUARANTEE

OF

TF CAPITAL FUND III L.P.

LIMITED GUARANTEE, dated as of August 11, 2020 (this “Limited Guarantee”), by TF Capital Fund III L.P., an exempted limited partnership organized under the Laws of the Cayman Islands (the “Guarantor”), in favor of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Guaranteed Party”).

1.       Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, as primary obligor and not merely as surety, the due and punctual observance, performance, discharge and payment of 30.95% (the “Guaranteed Percentage”) of the obligations of Parent to pay each of (i) the Parent Termination Fee to the Company when and only if the Parent Termination Fee becomes payable pursuant to Section 9.5(c) of the Merger Agreement and (ii) any related amounts pursuant to Section 9.5(d) of the Merger Agreement, if, when and as due (the amounts in this clause (i) and (ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the “Obligations”, and the Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $7,738,095.24 less the Guaranteed Percentage of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Obligations (the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee, the Other Guarantees (as defined below), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Concurrently with, or prior to, the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering, or have also entered, into limited guarantees substantially identical to this Limited Guarantee (each, as may be amended from time to time, an “Other Guarantee”) with the Guaranteed Party.

2.       Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations (subject to the Cap) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collection. In furtherance of the foregoing, the Guarantor acknowledges that his, her or its liability hereunder shall extend to the full amount of the Guaranteed Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce this Limited Guarantee for such amount, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action.

3.       Changes in the Guaranteed Obligations; Certain Waivers.

(a)       The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Parent or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or any such other Person and such action shall not in any way impair or affect the Guarantor’s obligations under this Limited Guarantee. The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent that the Guaranteed Party offers to release the Guarantor under this Limited Guarantee or to amend or waive the provisions of this Limited Guarantee, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of any Other Guarantor under the Other Guarantees shall be several and not joint. Subject to the immediately preceding sentence of this Section 3, the Guarantor agrees that the obligations of the Guarantor hereunder shall, to the fullest extent permitted by applicable Law, be absolute, irrevocable, continuing and unconditional irrespective of, and shall not be released or discharged, in whole or in part, or otherwise affected by, (i) the failure of the Guaranteed Party to assert, or the delay in the Guaranteed Party asserting, any claim or demand or to enforce any right or remedy against Parent or any other Person interested in the transactions contemplated by the Merger Agreement or to collect the Guaranteed Obligations from Parent or the Guarantor; (ii) any change in the time, place or manner of payment of, or any other term of, the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any Equity Commitment Letters made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of the Guarantor, Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other Person interested in the transactions

contemplated by the Merger Agreement or affecting any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (vii) any discharge of the Guarantor as a matter of applicable Law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of the indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of a defense to the payment of the Guaranteed Obligations that Parent has under the terms of the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligations; or (ix) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(b)       To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub or under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and on the advice of counsel.

(c)       The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, any Equity Commitment Letter, any Support Agreement or the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Parent Related Party, except for claims that are Non-Prohibited Claims (as defined below) against such Person, and the Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause Parent, the Parent Related Parties and its and their respective Subsidiaries, Affiliates and Representatives not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved (other than by operation of any bankruptcy, insolvency or similar law) of all or any portion of the Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his, her or its Guaranteed Obligations under this Limited Guarantee solely in respect of such relieved Obligations.

(d)       Subject to the first sentence of Section 1 hereof, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Parent Related Party or any other Person interested in the transactions contemplated by the Merger Agreement that

arise from the existence, payment, performance, or enforcement of the Guaranteed Obligations (subject to the Cap) under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against any Parent Related Party or such other Person whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Parent Related Party or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations payable under this Limited Guarantee (subject to the Cap) shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations (subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations (subject to the Cap), in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guaranteed Obligations. The Guaranteed Party hereby agrees that the Guarantor shall have all defenses to the payment of his, her or its obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that are or would be available to Parent or Merger Sub pursuant to the terms of, or otherwise with respect to, the Merger Agreement with respect to the Obligations (except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of Parent and those defenses expressly waived by this Limited Guarantee), as well as any defenses in respect of any fraud.

4.       No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed to it by applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent prior to proceeding against the Guarantor hereunder. The failure by the Guaranteed Party to pursue rights or remedies against Parent or any other Person shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable Law, of the Guaranteed Party.

5.       Representations and Warranties.

(a)       The Guarantor hereby represents and warrants to the Guaranteed Party that:

(i)       the Guarantor (i) if the Guarantor is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the requisite power and authority or has the legal capacity, as applicable, to execute, deliver and perform this Limited Guarantee, and (iii) if the Guarantor is an entity, the execution, delivery and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and no additional proceedings are necessary for the Guarantor to approve this Limited Guarantee;

(ii)       this Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms hereof;

(iii)       the execution, delivery and performance (including the provision and exchange of information) of this Limited Guarantee by the Guarantor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (i) if the Guarantor is an entity, any provision of its organizational documents, (ii) any order, writ, injunction or Law applicable to the Guarantor or any of the Guarantor’s properties and assets or (iii) any of the terms of any material contract or agreement to which the Guarantor is party or by which the Guarantor is bound;

(iv)       the Guarantor has and shall at all times have sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill his, her or its obligations under this Limited Guarantee in accordance with the terms and subject to the conditions set forth herein, in each case, for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

(b)       The Guaranteed Party hereby represents and warrants to the Guarantor that:

(i)       the execution, delivery and performance of this Limited Guarantee has been duly authorized by all necessary corporate action and does not contravene any provision of the Guaranteed Party’s certificate of incorporation, bylaws or operating agreement, or any Law or contractual restriction applicable to or binding on the Guaranteed Party or its assets; and

(ii)       assuming due execution and delivery of the Merger Agreement by Parent and Merger Sub, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to (x) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Laws affecting creditors’ rights generally, and (y) general equitable principles (whether considered in a proceeding in equity or at law).

6.       Assignment. Neither the Guarantor nor the Guaranteed Party may assign their respective rights, interests or obligations hereunder to any other Person (including by operation of law) without the prior written consent of the Guaranteed Party or the Guarantor, as the case may be. Notwithstanding the foregoing, the Guarantor may assign his, her or its rights, interests or the Guaranteed Obligations hereunder to one or more of: (i) his, her or its Affiliates capable of making the representations and warranties set forth in Section 5(a) or (ii) any of the investment funds managed or advised by the Guarantor or any of his, her or its Affiliates, or any of the investment vehicles of the Guarantor, such Affiliates or such investment funds (other than any portfolio companies of it, such Affiliates or such investment funds); provided, however, that no such assignment shall relieve the Guarantor of the Guaranteed Obligations hereunder except that the Guarantor’s Guaranteed Obligations hereunder shall be reduced on a dollar-for-dollar basis by any amounts actually paid to the Guaranteed Party by such Affiliates or such investment funds in respect of the Guaranteed Obligations hereunder. Notwithstanding anything in this Limited Guarantee to the contrary, in the event the Guarantor

(A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a portion of his, her or its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the maximum amount of the Guaranteed Obligations (less amounts paid under this Limited Guarantee prior to such event), then, and in either such case, the Guaranteed Party shall be entitled to seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be. As used in this Limited Guarantee, unless otherwise specified, the term “Guarantor” includes the Guarantor’s Successor Entity.

7.       Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed sufficient if personally delivered, sent by internationally-recognized overnight courier, by facsimile, or by registered or certified mail, return receipt requested and postage prepaid to the address or facsimile number, as applicable, set forth below in this Section 7, or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith, with a copy to such party’s legal counsel as set forth below in this Section 7:

If to the Guarantor to:

TF Capital Fund III L.P.
Unit 705, Tower 1, 88 Keyuan Road, German Center,

Pudong New District, Shanghai 201203,

China
Attention: Tingting Zhang

Fax: +852-3761-3301
E-mail: tingting.zhang@tfcapital.net

with a copy (which shall not constitute actual or constructive notice) to:

O’Melveny & Myers

31/F AIA Central

1 Connaught Road Central, Hong Kong
Attention: Nima Amini, Esq.
Fax: +852-2522-1760

E-mail: namini@omm.com

If to the Guaranteed Party to:

Cellular Biomedicine Group, Inc.
209 Perry Parkway, Suite 13

Gaithersburg, Maryland 20877

Attention: Special Committee Chair

Fax: +1 347 679 8203

E-mail: ckalanau@yahoo.com

with a copy (which shall not constitute notice) to:

White & Case LLP
9th Floor Central Tower
28 Queen’s Road Central
Hong Kong SAR
Attention: William Fong, Esq.
Fax: + 852 2845 9070
E-mail: william.fong@whitecase.com

and

White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
United States
Attention: Morton A. Pierce, Esq.

                       Chang-Do Gong, Esq.
Fax:           +1 212 354 8113
E-mail:      morton.pierce@whitecase.com

or to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, (c) upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by email), (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier or (e) upon written confirmation of receipt, if sent by email (provided that if given by email, such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein other than by facsimile).

8.       Continuing Guarantee.

(a)       Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the Closing, (ii) subject to the Cap, receipt in full in cash by the Guaranteed Party of the payment of the Guaranteed Obligations of Parent, and (iii) the termination of the Merger Agreement in accordance with the terms thereof and, in the case of this clause (iii), any of (w) payment in full of the Parent Termination Fee pursuant to Section 9.5(c) of

the Merger Agreement and all amounts payable by Parent to the Guaranteed Party pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties hereto, (y) under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee pursuant to the provisions of the Merger Agreement, or (z) one hundred and twenty days have elapsed following such termination of the Merger Agreement, unless, solely in the case of this sub clause (z), a claim for payment of the Guaranteed Obligations is presented in writing by the Guaranteed Party to the Guarantor on or prior to the last day of such one hundred and twenty day period (in which case, this Limited Guarantee shall terminate on the date such claim is (I) resolved by a final, non-appealable order of a court of competent jurisdiction specifically identified in Section 10(b) below, (II) resolved as agreed in writing by the parties hereto or (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to be owed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted to Guarantor on or before the one hundred and twentieth day after such termination of the Merger Agreement).

(b)       Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or any of their respective successors and assigns asserts in writing in any litigation or other Proceeding before a Governmental Entity (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Parent Related Party with respect to this Limited Guarantee, Other Guarantees, the Equity Commitment Letters, the Support Agreements, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (ii), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) neither the Guarantor nor any Parent Related Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

9.       No Recourse.

(a)       The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs.

 (b)       Notwithstanding anything that may be expressed or implied in this Limited Guarantee, any Other Guarantees, the Merger Agreement or any other Transaction Agreement(including, without limitation, the Equity Commitment Letters), or in any agreement, document or instrument delivered, or statement made or action taken, in connection with or pursuant to the transactions contemplated by any of the Merger Agreement or any other Transaction Agreements or the negotiation, execution, performance or breach of any of the Merger Agreement or any other Transaction Agreements, and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor may be an individual, a corporation, partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that (i) in no event shall the Guaranteed Party or any of its Affiliates seek any monetary damages or any other monetary recovery, judgment or remedies (including consequential, indirect or punitive damages) against Parent in excess of the Cap, in connection with the Merger Agreement or in connection with the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated thereby (including in respect of any oral representations made or alleged to have been made in connection therewith), (ii) it has no right of recovery against, and that no recourse shall be had against and no personal liability shall attach to, any of the former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or representatives of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, representative or assignee of any of the foregoing (but not including Parent, Merger Sub, the Guarantor, any Other Guarantor and their respective successors and permitted assigns, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of Parent against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for its rights to recover from the Guarantor and any Other Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and any Other Guarantee, and subject to the other limitations described herein and therein (including, for the avoidance of doubt, the Cap), and except for any Non-Prohibited Claims against such Person, and (iii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transactions are its rights to recover from, and assert claims against, (A) Parent and Merger Sub under and in accordance with the Merger Agreement, (B) the Guarantor (but not any Parent Related Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap and the other limitations described herein), (C) the Guarantor or an Affiliate of the Guarantor under and in accordance with the Confidentiality Agreement entered into by and between the Guarantor (or an Affiliate of the Guarantor, as the case may be) and the Guaranteed Party to enforce the Guaranteed Party’s rights thereunder and (D) the Guarantor upon exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letters or the Support Agreements, as the case may be (claims under (A), (B), (C) and (D) collectively, the “Non-Prohibited Claims”); it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor, any Other Guarantor or any of their respective successors or permitted assigns under this Limited Guarantee, any Other Guarantee or any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligation or their creation.

(c)       Except for any claims that are Non-Prohibited Claims against such Person, recourse against the Guarantor under this Limited Guarantee or any Other Guarantor under the respective Other Guarantee, subject to the limitations and conditions set forth herein and therein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor, any Other Guarantor and any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or in connection with the failure of the transactions contemplated thereby to be consummated for any reason or otherwise in connection with the transactions contemplated thereby or in respect of any representations made or alleged to be made in connection therewith, whether at law or in equity, in contract, in tort or otherwise. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent to the Guaranteed Party or shall confer or give, or shall be construed to confer or give, to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein.

10.       Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)       All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b)       Each of the parties hereto (i) consents to submit itself to the personal jurisdiction and venue of any federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Limited Guarantee or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not bring any such suit in any court other than a federal or state court sitting in the State of Delaware, (iv) irrevocably agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in such federal or state court sitting in the State of Delaware and (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7 above or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

(c)       WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(C).

11.       Entire Agreement; Amendments; Severability.

(a)       This Limited Guarantee, Other Guarantees, the Merger Agreement, the Support Agreements and the Equity Commitment Letters, constitute the entire agreement with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any Parent Related Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor. The Guarantor and his, her or its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee, except as expressly set forth herein by the Guaranteed Party. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(b)       If any provision of this Limited Guarantee or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Limited Guarantee, or the application of such provisions to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitations set forth herein.

12.       Third Party Beneficiaries. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guarantee the parties intend that all Parent Related Parties shall be, and such Parent Related Parties are, intended third party beneficiaries of Section 9 of this Limited Guarantee who may rely on and enforce the provisions of this Limited Guarantee that bar the liability, or otherwise protect the interests, of such Parent Related Parties.

13.       Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to by the Guaranteed Party or any of its Affiliates or Representatives in any document, except with the prior written consent of the Guarantor; provided, that no such written consent is required for any disclosure of the existence or content of this Limited Guarantee by the Guaranteed Party: (i) to its Affiliates and its Representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this Section 13 or (ii) to the extent required by Law or the rules of any self-regulatory organization or securities exchange or in connection with any action brought to enforce this Limited Guarantee or the Merger Agreement in accordance with their terms.

14.       Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

15.       Counterparts; Effectiveness. This Limited Guarantee may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The Parties irrevocably and unreservedly agree that the document(s) in question may be executed by way of electronic signatures and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. The delivery by facsimile or by electronic delivery in PDF format of this Limited Guarantee with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Limited Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

Schedule A

Other Guarantors

Exhibit 22 

LIMITED GUARANTEE

OF

Velvet Investment Pte. Ltd.

LIMITED GUARANTEE, dated as of August 11, 2020 (this “Limited Guarantee”), by Velvet Investment Pte. Ltd., a company organized and existing under Singapore (the “Guarantor”), in favor of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Guaranteed Party”).

1.       Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein, as primary obligor and not merely as surety, the due and punctual observance, performance, discharge and payment of 14.29% (the “Guaranteed Percentage”) of the obligations of Parent to pay each of (i) the Parent Termination Fee to the Company when and only if the Parent Termination Fee becomes payable pursuant to Section 9.5(c) of the Merger Agreement and (ii) any related amounts pursuant to Section 9.5(d) of the Merger Agreement, if, when and as due (the amounts in this clause (i) and (ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the “Obligations”, and the Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $3,571,428.57 less the Guaranteed Percentage of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Obligations (the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee, the Other Guarantees (as defined below), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Concurrently with, or prior to, the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering, or have also entered, into limited guarantees substantially identical to this Limited Guarantee (each, as may be amended from time to time, an “Other Guarantee”) with the Guaranteed Party.

 2.       Nature of Limited Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than as set forth in the last sentence of Section 8 hereof), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations (subject to the Cap) as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collection. In furtherance of the foregoing, the Guarantor acknowledges that his, her or its liability hereunder shall extend to the full amount of the Guaranteed Obligations (subject to the Cap), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce this Limited Guarantee for such amount, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub are joined in any such action.

3.       Changes in the Guaranteed Obligations; Certain Waivers.

(a)       The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Parent or any other Person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or any such other Person and such action shall not in any way impair or affect the Guarantor’s obligations under this Limited Guarantee. The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent that the Guaranteed Party offers to release the Guarantor under this Limited Guarantee or to amend or waive the provisions of this Limited Guarantee, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of any Other Guarantor under the Other Guarantees shall be several and not joint. Subject to the immediately preceding sentence of this Section 3, the Guarantor agrees that the obligations of the Guarantor hereunder shall, to the fullest extent permitted by applicable Law, be absolute, irrevocable, continuing and unconditional irrespective of, and shall not be released or discharged, in whole or in part, or otherwise affected by, (i) the failure of the Guaranteed Party to assert, or the delay in the Guaranteed Party asserting, any claim or demand or to enforce any right or remedy against Parent or any other Person interested in the transactions contemplated by the Merger Agreement or to collect the Guaranteed Obligations from Parent or the Guarantor; (ii) any change in the time, place or manner of payment of, or any other term of, the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or

modification of any of the terms or provisions of the Merger Agreement or any Equity Commitment Letters made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of the Guarantor, Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other Person interested in the transactions contemplated by the Merger Agreement or affecting any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (vii) any discharge of the Guarantor as a matter of applicable Law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of the indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of a defense to the payment of the Guaranteed Obligations that Parent has under the terms of the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligations; or (ix) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(b)       To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with the Merger Agreement and/or any agreements entered into in connection therewith), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub or under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and on the advice of counsel.

(c)       The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, any Equity Commitment Letter, any Support Agreement or the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Parent Related Party, except for claims that are Non-Prohibited Claims (as defined below) against such Person, and the Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause Parent, the Parent Related Parties and its and their respective Subsidiaries, Affiliates and Representatives not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.