Client Enrollment Form and Agreement June 2012 by LifeCell International

800 LIFECELL TOLL FREE: | HELPLINE: +971 44494067| EMAIL: contactus@lifecellinternational.com| www.lifecellinternational.com 800 54332355 LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE.

EFCA/INT/BC/Jan 12/V-001

Client Enrollment Form & Agreement Name: .......................................................................... CRM No.: ..................................................................... APP. No.: ...................................................................... Country :.......................................................................

APP. NO................................................

CRM NO.

EXHIBIT - 1

ENROLLMENT FORM - EXPECTANT PARENTS’ DETAILS To be filled in BLOCK LETTERS only using black ink ball-point pen

PERSONAL DETAILS *Client's Name Husband's Name Client's Date of Birth

Communication Address

Thank you Stem Cells I’m here because of you!

Landmark City

State

Country

PO Box

Telephone (Home) Country Code

Telephone Number

Mobile 1

Mobile 2 Country Code

Mobile Number

E-mail ID If Permanent Address is same as Communication Address (Tick) Permanent Address (If different from above)

Landmark City

State

Country

PO Box

Identity Proof

Husband

Client

Identification provided

Passport

Driving Licence

National ID

Other

Client's Initials

Husband's Initials

If ‘Other’, please specify ID Proof No.

If you are an existing LifeCell Client, provide 12 digit CRM No.

* Parent or legal guardian of the Child.

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com Page 1 of 45

APP. NO................................................

CRM NO.

EXHIBIT - 1

ENROLLMENT FORM - EXPECTANT PARENTS’ DETAILS To be filled in BLOCK LETTERS only using black ink ball-point pen

PERSONAL DETAILS *Client's Name Husband's Name Client's Date of Birth

Communication Address

Thank you Stem Cells I’m here because of you!

Landmark City

State

Country

PO Box

Telephone (Home) Country Code

Telephone Number

Mobile 1

Mobile 2 Country Code

Mobile Number

E-mail ID If Permanent Address is same as Communication Address (Tick) Permanent Address (If different from above)

Landmark City

State

Country

PO Box

Identity Proof

Husband

Client

Identification provided

Passport

Driving Licence

National ID

Other

Client's Initials

Husband's Initials

If ‘Other’, please specify ID Proof No.

If you are an existing LifeCell Client, provide 12 digit CRM No.

* Parent or legal guardian of the Child.

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com Page 1 of 45

APP. NO................................................ APP. NO................................................ CRM NO.

CRM NO. HOSPITAL & BIRTHING DETAILS

EMPLOYMENT DETAILS

Expected Date of Delivery

Type of Pregnancy (Tick)

Single Birth

Quads

Triplets

Twins

Employment

Husband

Client

Employment Type (Tick)

Service

Professional

Entrepreneur

Consulting Hospital / Clinic Organisation Obstetrician/ Gynaecologist

Designation

Communication Address

Office Address

Landmark

City

Country

State

Country

State

PO Box

Telephone (Office) Country Code

Telephone Country Code

Telephone Number

STD Code

Telephone Number

E-mail ID

SHIPMENT DETAILS

If Birthing center is same as consulting Gynaecologist (Tick) Birthing Center (if different from consulting Gynaecologist)

Sent Collection kit to (Tick)

Obstetrician/ Gynaecologist

Shipping Address

Communication Address

Permanent Address

Office Address

Hand over to Client in person

(if different from above)

Communication Address

Landmark City

State

Country

State

Country

PO Box

Pin Code Telephone Country Code

Telephone Country Code

Telephone Number

DETAILS OF REFERENCE

Mobile Country Code

Telephone Number

Mobile Number

If referred by an existing Client, please provide details as below:

E-mail ID

I confirm that the information provided above is correct to the best of my knowledge and I also agree to keep LifeCell informed incase of change of above details for future communication.

Referring Client’s Name Referring Client’s CRM

Mobile / Phone

If referred by an Gynaecologist or Care Giver, please provide details as below: Signature of Client Name:

Signature of Birth Mother if not Client

Signature of Husband Name:

Referring Gynaecologist

Name:

Hospital

Date:

City

Mobile / Phone

For LifeCell use only

TICK AS APPLICABLE FOR LIFECELL SUPPORT SERVICE:

Name of LifeCell Executive LifeCell Authorised Signature Name of Signatory:

Requesting LifeCell to arrange for pick up of Maternal sample and Specimen Employee Code

Client's Initials

Husband's Initials

Client's Initials

Birth Mother, if not Client

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 2 of 45

Page 3 of 45

APP. NO................................................ APP. NO................................................ CRM NO.

CRM NO. HOSPITAL & BIRTHING DETAILS

EMPLOYMENT DETAILS

Expected Date of Delivery

Type of Pregnancy (Tick)

Single Birth

Quads

Triplets

Twins

Employment

Husband

Client

Employment Type (Tick)

Service

Professional

Entrepreneur

Consulting Hospital / Clinic Organisation Obstetrician/ Gynaecologist

Designation

Communication Address

Office Address

Landmark

City

Country

State

Country

State

PO Box

Telephone (Office) Country Code

Telephone Country Code

Telephone Number

STD Code

Telephone Number

E-mail ID

SHIPMENT DETAILS

If Birthing center is same as consulting Gynaecologist (Tick) Birthing Center (if different from consulting Gynaecologist)

Sent Collection kit to (Tick)

Obstetrician/ Gynaecologist

Shipping Address

Communication Address

Permanent Address

Office Address

Hand over to Client in person

(if different from above)

Communication Address

Landmark City

State

Country

State

Country

PO Box

Pin Code Telephone Country Code

Telephone Country Code

Telephone Number

DETAILS OF REFERENCE

Mobile Country Code

Telephone Number

Mobile Number

If referred by an existing Client, please provide details as below:

E-mail ID

I confirm that the information provided above is correct to the best of my knowledge and I also agree to keep LifeCell informed incase of change of above details for future communication.

Referring Client’s Name Referring Client’s CRM

Mobile / Phone

If referred by an Gynaecologist or Care Giver, please provide details as below: Signature of Client Name:

Signature of Birth Mother if not Client

Signature of Husband Name:

Referring Gynaecologist

Name:

Hospital

Date:

City

Mobile / Phone

For LifeCell use only

TICK AS APPLICABLE FOR LIFECELL SUPPORT SERVICE:

Name of LifeCell Executive LifeCell Authorised Signature Name of Signatory:

Requesting LifeCell to arrange for pick up of Maternal sample and Specimen Employee Code

Client's Initials

Husband's Initials

Client's Initials

Birth Mother, if not Client

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 2 of 45

Page 3 of 45

EXHIBIT - 2

APP. NO. ........................................... CRM NO.

FEE SCHEDULE - GCC I wish to enrol for (Tick the appropriate preceeding box) UAE AED

Plan Name & Description

Qatar QAR

KSA SAR

Oman OMR

Bahrain BHD

Kuwait KWD

Others USD

BabyCord - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

9,900

10,130

9,830

1,040

1,020

750

2,700

3 EMI

3,300

3,380

3,280

350

340

250

900

6 EMI

1,655

1,695

1,645

175

170

125

450

12 EMI*

840

860

835

230

BabyCord Duo - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

11,990

12,380

12,015

1,270

1,245

915

3,300

3 EMI

4,000

4,130

4,005

425

415

305

1,100

6 EMI

2,005

2,070

2,010

215

210

155

550

12 EMI*

1,020

1,050

1,020

110

105

280

Protect baby, Protect Mom - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

18,990

19,505

18,935

2,000

1,960

1,440

5,200

3 EMI

6,330

6,505

6,315

670

655

480

1,735

6 EMI

3,180

3,265

3,170

335

330

240

870

12 EMI*

1,610

1,655

1,605

170

165

120

440

BabyCord USA - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

13,990

14,255

13,835

1,465

1,430

1,055

3,800

3 EMI

4,665

4,755

4,615

490

480

355

1,270

6 EMI

2,340

2,315

245

240

180

635

12 EMI*

1,185

1,210

1,175

125

120

320

*First two EMIâ&#x20AC;&#x2122;s should be paid in advance Optional service which can be combined with any of the above services

Value Added service

LEF Y L L NA

K BLAN

New Born Genetic Testing Guarantee to expand 500 Million Umbilical cord tissue s t em cells obtained from Child to be provided at the time of transplant.

TIO

AGE P S I TH

EN T N I S I

1,490

1,505

1,460

155

115

400

1,490

1,505

1,460

155

115

400

Description of Service BabyCord

Testing, processing and storage of minimally manipulated cord blood stem cells obtained from Child.

BabyCord Duo

Testing, processing and storage of minimally manipulated umbilical cord blood & cord tissue stem cells and not less than 1 Million umbilical cord tissue derived mesenchymal stem cells.

Protect Baby, Protect Mom

Testing, processing and storage of minimally manipulated umbilical cord blood & cord tissue stem cells and not less than 1 Million umbilical cord tissue derived mesenchymal stem cells obtained from Child. Testing, processing and storage of minimally manipulated and minimally expanded menstrual blood stem cells obtained from Client. Expansion upto 500 Million menstrual blood derived mesenchymal stem cells to be provided at the time of transplant.

BabyCord USA

I wish to enrol for (Tick)

BABYCORD

Payment Plan

21 year Storage

Value Added Service

Expansion Guarantee of 500 Million cord tissue stem cells during transplant

BABYCORD DUO

BABYCORD USA

PROTECT BABY, PROTECT MOM

3 EMI

6 EMI

12 EMI

New Born Genetic Testing

PAYMENT BY CREDIT CARD Credit Card mandate (to be filled-in by the Credit Card member)

Debit Cards are not accepted

Credit Card No.:

Amount to be charged

Card Expiry Date:

Type of card:

Currency:

Amount to be charged

Date of Effect

(Monthly Payments)

5th

21st Start Month

No. of EMIs

Declaration of Card member: I hereby declare that the credit card particulars given above are correct and complete. If the transaction is delayed or not effected at all for reasons of incomplete or incorrect information, I would not hold LifeCell responsible. Name of Credit Card Member Note: Cash payment will not be accepted

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 6 of 45

Page 5 of 45

EXHIBIT - 2

APP. NO. ........................................... CRM NO.

FEE SCHEDULE - GCC I wish to enrol for (Tick the appropriate preceeding box) UAE AED

Plan Name & Description

Qatar QAR

KSA SAR

Oman OMR

Bahrain BHD

Kuwait KWD

Others USD

BabyCord - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

9,900

10,130

9,830

1,040

1,020

750

2,700

3 EMI

3,300

3,380

3,280

350

340

250

900

6 EMI

1,655

1,695

1,645

175

170

125

450

12 EMI*

840

860

835

230

BabyCord Duo - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

11,990

12,380

12,015

1,270

1,245

915

3,300

3 EMI

4,000

4,130

4,005

425

415

305

1,100

6 EMI

2,005

2,070

2,010

215

210

155

550

12 EMI*

1,020

1,050

1,020

110

105

280

Protect baby, Protect Mom - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

18,990

19,505

18,935

2,000

1,960

1,440

5,200

3 EMI

6,330

6,505

6,315

670

655

480

1,735

6 EMI

3,180

3,265

3,170

335

330

240

870

12 EMI*

1,610

1,655

1,605

170

165

120

440

BabyCord USA - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

13,990

14,255

13,835

1,465

1,430

1,055

3,800

3 EMI

4,665

4,755

4,615

490

480

355

1,270

6 EMI

2,340

2,315

245

240

180

635

12 EMI*

1,185

1,210

1,175

125

120

320

*First two EMIâ&#x20AC;&#x2122;s should be paid in advance Optional service which can be combined with any of the above services

Value Added service

LEF Y L L NA

K BLAN

New Born Genetic Testing Guarantee to expand 500 Million Umbilical cord tissue s t em cells obtained from Child to be provided at the time of transplant.

TIO

AGE P S I TH

EN T N I S I

1,490

1,505

1,460

155

115

400

1,490

1,505

1,460

155

115

400

Description of Service BabyCord

Testing, processing and storage of minimally manipulated cord blood stem cells obtained from Child.

BabyCord Duo

Testing, processing and storage of minimally manipulated umbilical cord blood & cord tissue stem cells and not less than 1 Million umbilical cord tissue derived mesenchymal stem cells.

Protect Baby, Protect Mom

BabyCord USA

I wish to enrol for (Tick)

BABYCORD

Payment Plan

21 year Storage

Value Added Service

Expansion Guarantee of 500 Million cord tissue stem cells during transplant

BABYCORD DUO

BABYCORD USA

PROTECT BABY, PROTECT MOM

3 EMI

6 EMI

12 EMI

New Born Genetic Testing

PAYMENT BY CREDIT CARD Credit Card mandate (to be filled-in by the Credit Card member)

Debit Cards are not accepted

Credit Card No.:

Amount to be charged

Card Expiry Date:

Type of card:

Currency:

Amount to be charged

Date of Effect

(Monthly Payments)

5th

21st Start Month

No. of EMIs

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 6 of 45

Page 5 of 45

EXHIBIT - 2

APP. NO. ........................................... CRM NO.

FEE SCHEDULE - GCC I wish to enrol for (Tick the appropriate preceeding box) UAE AED

Plan Name & Description

Qatar QAR

KSA SAR

Oman OMR

Bahrain BHD

Kuwait KWD

Others USD

BabyCord - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

9,900

10,130

9,830

1,040

1,020

750

2,700

3 EMI

3,300

3,380

3,280

350

340

250

900

6 EMI

1,655

1,695

1,645

175

170

125

450

12 EMI*

840

860

835

230

BabyCord Duo - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

11,990

12,380

12,015

1,270

1,245

915

3,300

3 EMI

4,000

4,130

4,005

425

415

305

1,100

6 EMI

2,005

2,070

2,010

215

210

155

550

12 EMI*

1,020

1,050

1,020

110

105

280

Protect baby, Protect Mom - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

18,990

19,505

18,935

2,000

1,960

1,440

5,200

3 EMI

6,330

6,505

6,315

670

655

480

1,735

6 EMI

3,180

3,265

3,170

335

330

240

870

12 EMI*

1,610

1,655

1,605

170

165

120

440

BabyCord USA - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

13,990

14,255

13,835

1,465

1,430

1,055

3,800

3 EMI

4,665

4,755

4,615

490

480

355

1,270

6 EMI

2,340

2,315

245

240

180

635

12 EMI*

1,185

1,210

1,175

125

120

320

155

115

400

155

115

400

*First two EMIâ&#x20AC;&#x2122;s should be paid in advance Optional service which can be combined with any of the above services

Value Added service

LEF Y L L NA

K BLAN

New Born Genetic Testing Guarantee to expand 500 Million Umbilical cord tissue s t em cells obtained from Child to be provided at the time of transplant.

TIO

AGE P S I TH

EN T N I S I

1,490

1,505

1,460

1,490

1,505

1,460

Y COP

N CLIE

Description of Service

155 155

BabyCord

Testing, processing and storage of minimally manipulated cord blood stem cells obtained from Child.

BabyCord Duo

Testing, processing and storage of minimally manipulated umbilical cord blood & cord tissue stem cells and not less than 1 Million umbilical cord tissue derived mesenchymal stem cells.

Protect Baby, Protect Mom

BabyCord USA

I wish to enrol for (Tick)

BABYCORD

Payment Plan

21 year Storage

Value Added Service

Expansion Guarantee of 500 Million cord tissue stem cells during transplant

BABYCORD DUO

BABYCORD USA

PROTECT BABY, PROTECT MOM

3 EMI

6 EMI

12 EMI

New Born Genetic Testing

PAYMENT BY CREDIT CARD Credit Card mandate (to be filled-in by the Credit Card member)

Debit Cards are not accepted

Credit Card No.:

Amount to be charged

Card Expiry Date:

Type of card:

Currency:

Amount to be charged

Date of Effect

(Monthly Payments)

5th

21st Start Month

No. of EMIs

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 6 of 45

Page 5 of 45

EXHIBIT - 2

APP. NO. ........................................... CRM NO.

FEE SCHEDULE - GCC I wish to enrol for (Tick the appropriate preceeding box) UAE AED

Plan Name & Description

Qatar QAR

KSA SAR

Oman OMR

Bahrain BHD

Kuwait KWD

Others USD

BabyCord - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

9,900

10,130

9,830

1,040

1,020

750

2,700

3 EMI

3,300

3,380

3,280

350

340

250

900

6 EMI

1,655

1,695

1,645

175

170

125

450

12 EMI*

840

860

835

230

BabyCord Duo - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

11,990

12,380

12,015

1,270

1,245

915

3,300

3 EMI

4,000

4,130

4,005

425

415

305

1,100

6 EMI

2,005

2,070

2,010

215

210

155

550

12 EMI*

1,020

1,050

1,020

110

105

280

Protect baby, Protect Mom - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

18,990

19,505

18,935

2,000

1,960

1,440

5,200

3 EMI

6,330

6,505

6,315

670

655

480

1,735

6 EMI

3,180

3,265

3,170

335

330

240

870

12 EMI*

1,610

1,655

1,605

170

165

120

440

BabyCord USA - 21 YEAR STORAGE PLAN ONE TIME PAYMENT

13,990

14,255

13,835

1,465

1,430

1,055

3,800

3 EMI

4,665

4,755

4,615

490

480

355

1,270

6 EMI

2,340

2,315

245

240

180

635

12 EMI*

1,185

1,210

1,175

125

120

320

155

115

400

155

115

400

*First two EMIâ&#x20AC;&#x2122;s should be paid in advance Optional service which can be combined with any of the above services

Value Added service

LEF Y L L NA

K BLAN

New Born Genetic Testing Guarantee to expand 500 Million Umbilical cord tissue s t em cells obtained from Child to be provided at the time of transplant.

TIO

AGE P S I TH

EN T N I S I

1,490

1,505

1,460

1,490

1,505

1,460

Y COP

N CLIE

Description of Service

155 155

BabyCord

Testing, processing and storage of minimally manipulated cord blood stem cells obtained from Child.

BabyCord Duo

Testing, processing and storage of minimally manipulated umbilical cord blood & cord tissue stem cells and not less than 1 Million umbilical cord tissue derived mesenchymal stem cells.

Protect Baby, Protect Mom

BabyCord USA

I wish to enrol for (Tick)

BABYCORD

Payment Plan

21 year Storage

Value Added Service

Expansion Guarantee of 500 Million cord tissue stem cells during transplant

BABYCORD DUO

BABYCORD USA

PROTECT BABY, PROTECT MOM

3 EMI

6 EMI

12 EMI

New Born Genetic Testing

PAYMENT BY CREDIT CARD Credit Card mandate (to be filled-in by the Credit Card member)

Debit Cards are not accepted

Credit Card No.:

Amount to be charged

Card Expiry Date:

Type of card:

Currency:

Amount to be charged

Date of Effect

(Monthly Payments)

5th

21st Start Month

No. of EMIs

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 6 of 45

Page 5 of 45

UMBILICAL CORD STEM CELL TESTING, PROCESSING, STORAGE AND INFORMED CONSENT AGREEMENT I/We, the undersigned (the ‘Client’), on behalf of myself/ourselves and my/our unborn child (the ‘Child’), engage LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, Dubai Media City, PO Box 502026, Dubai, UAE (‘LifeCell’), to process, test, and store stem cells obtained from the umbilical cord blood and/or stem cells from umbilical cord tissue collected at birth of the Child on the following terms (this ‘Agreement’). This Agreement is entered into this _________ day of ___________________, 201______ (the ‘Enrollment Date’) and legally binds LifeCell and the Client, including the birth mother of the Child.

1. Definitions: In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings:

LLY L

IS E G A P THIS

TIO N E T N I

LAN B T F E

1.1.

‘Child’ means the Client's baby from whom the Specimen will be collected following his/her birth.

1.2.

‘Client’ means the parent or legal guardian of the Child.

1.3.

‘Birth Mother’ means the one who has borne the child in her womb.

1.4.

‘Genetic Mother’ if different from the Birth Mother means the mother from whom the egg has been obtained.

1.5.

‘Caregiver’ means the Obstetrician / Gynaecologist or qualified medical professional / midwife who will be assisting in delivering the Child.

1.6.

1.7.

1.8.

‘Maternal Blood’ means peripheral blood from Birth Mother of the Child, that has been drawn by observing standard phlebotomy procedures, taken seven(7) days before or after the birth of the Child. ‘Specimen’ means and includes stem cells obtained from umbilical cord blood and /or umbilical cord tissue individually or collectively. ‘Collection Kit’ means the kit consisting all essential materials required for the purpose of collection and labeling of the Maternal Blood and Specimen, such as Cord Blood Collection Bag, Cord Tissue Collection Containers, Barcode labels, Vacuum Test Tubes, Foam Bricks, Alcohol Swabs, Hologram Stickers, Maternal Blood and Specimen Collection and Packing Instructions, Sealable Plastic Bags and Absorbent Paper Towels, and all

President, LifeCell International

packed in a certified transport container compliant with International Air Transport Association (IATA) regulations. 1.9.

‘LifeCell Laboratory’ means LifeCell's licensed and accredited laboratory facilities where the Specimen is processed, tested, and/or stored at Cryo-Cell laboratory, USA at the option of the Client as per the chosen plan.

1.10.

‘Minimally Manipulated Stem Cells’ means stem cells that have not been subjected to ex- vivo procedure such as expansion of cell populations, genetic alterations, etc.

1.11.

‘Minimally Expanded Stem Cells’ means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

1.12.

‘Hematopoietic Stem Cells’ means multipotent stem cells that are characterized by the expression of the marker CD34.

1.13.

‘Mesenchymal Stem Cells’ means multipotent stem cells that can differentiate into a variety of cell types and are characterized by expression of the markers CD90 and CD105.

1.14.

‘Sibling’ means a brother or sister of the Child having one or both parents in common.

Services of LifeCell; Testing, Processing, Preserving and Storage.

2.1.

LifeCell offers its services under various options which the Client must choose from as detailed in Exhibit 2,

2.2.

LifeCell shall obtain all statutory permissions and licenses that might be required for providing the services contemplated under this Agreement.

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 8 of 45

Page 9 of 45

1. Definitions: In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings:

LLY L

IS E G A P THIS

TIO N E T N I

LAN B T F E

1.1.

‘Child’ means the Client's baby from whom the Specimen will be collected following his/her birth.

1.2.

‘Client’ means the parent or legal guardian of the Child.

1.3.

‘Birth Mother’ means the one who has borne the child in her womb.

1.4.

‘Genetic Mother’ if different from the Birth Mother means the mother from whom the egg has been obtained.

1.5.

‘Caregiver’ means the Obstetrician / Gynaecologist or qualified medical professional / midwife who will be assisting in delivering the Child.

1.6.

1.7.

1.8.

President, LifeCell International

packed in a certified transport container compliant with International Air Transport Association (IATA) regulations. 1.9.

1.10.

‘Minimally Manipulated Stem Cells’ means stem cells that have not been subjected to ex- vivo procedure such as expansion of cell populations, genetic alterations, etc.

1.11.

‘Minimally Expanded Stem Cells’ means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

1.12.

‘Hematopoietic Stem Cells’ means multipotent stem cells that are characterized by the expression of the marker CD34.

1.13.

‘Mesenchymal Stem Cells’ means multipotent stem cells that can differentiate into a variety of cell types and are characterized by expression of the markers CD90 and CD105.

1.14.

‘Sibling’ means a brother or sister of the Child having one or both parents in common.

Services of LifeCell; Testing, Processing, Preserving and Storage.

2.1.

LifeCell offers its services under various options which the Client must choose from as detailed in Exhibit 2,

2.2.

LifeCell shall obtain all statutory permissions and licenses that might be required for providing the services contemplated under this Agreement.

Client's Initials

Husband's Initials

Birth Mother, if not Client

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2.3

LifeCell will provide the Client with the following immediately upon enrollment:

labeling of the Maternal Blood and the Specimen for delivery to LifeCell, in accordance to the instructions provided by LifeCell. The Client or the authorized representative of the Client shall also ensure that the forms included in the Collection Kit are duly filled up and sent to LifeCell.

2.3.1. A Collection Kit 2.3.2. A copy of this Agreement 2.3.3. A unique Client Relationship Management (CRM) identification number that enables the Client to quote for all communications with LifeCell. 2.4.

2.6.

2.7.

LifeCell at the request of the Client would arrange for pick-up of the Maternal Blood and Specimen from the Hospital / Birthing center to LifeCell Laboratory, using a certified Service Provider who has the required expertise in the correct handling and transportation of such Maternal Blood and Specimen at no additional costs to the Client. The Service Provider is not an agent of LifeCell and LifeCell shall not be responsible in any manner for the services rendered by the Service Provider. Upon successful collection, processing and storage, LifeCell will provide the Client with a Preservation Certificate confirming successful storage of the Specimen along with sample storage details and test results including but not limited to cell counts, sterility, viability, and infectious disease screening for Syphilis, Malaria, Hepatitis B, Hepatitis C, Human Immunodeficiency Virus, and Cytomegalovirus. In the event that the Specimen is determined by LifeCell to be unfit for processing and / or storage for any reason, such as insuf ficient volume, low cell count / viability, positive screening of infectious diseases, microbial contamination of Specimen, etc., then LifeCell will notify the Client immediately, and seek instructions for disposal of the Specimen. If LifeCell does not receive written instructions within 60 days of such notice then LifeCell has the right to terminate the Agreement and destroy the Specimen without further liability.

Client Responsibilities.

3.1.

3.2

Client is responsible for providing the Collection Kit to the Caregiver at the time of child birth, and for arranging with the Caregiver for collection, preparation and

President, LifeCell International

3.3.

Client must promptly notify LifeCell in writing of any change in Client's name or current mailing address or in the legal guardianship of the Child.

Fees for Services.

4.1.

21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one- time payment which includes the processing and testing fee and storage of the Specimen for a period of 21-years.

4.2.

4.3.

Client may also to choose to subscribe for additional services such as newborn genetic testing and/or, expansion of Mesenchymal stem cells from umbilical cord tissue as listed in Exhibit 2 and pay the additional fees. All fees paid by Client to LifeCell are non-refundable. However in the event of the Specimen being unfit for processing, the processing and storage fees would be refunded, and in case the Specimen is found to be unfit for storage, the storage fees would be refunded.

Terms of Agreement.

5.1.

This Agreement will continue for twenty one (21) years from the date of birth of the Child.

5.2.

LifeCell will make reasonable attempts to notify the Client or the Child about the scheduled expiry of this Agreement at least 60 days in advance before the Child completes the age of twenty one (21) years.

5.3.

If the Client or the Child consents his/her willingness to continue the storage beyond 21 years, the Child shall enter into a new Agreement with LifeCell as per the then prevailing terms and storage fee.

Representations and Warranties of Client. Client represents and warrants that

6.1.

She / he is the parent or legal guardian to the Child;

6.2.

Client has had the opportunity to consult Client's own legal counsel to review this Agreement and related forms and Client has carefully read and understood all the terms of this Agreement;

6.3.

The decision to collect the Specimen and Maternal Blood,

Client's Initials

Husband's Initials

Birth Mother, if not Client

test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client; 6.4.

Client has discussed with a competent medical professional, who is not an employee or agent of LifeCell, regarding the collection, processing, storage and possible future use of the Specimen, including possible risks as laid out in Exhibit 8.

Obligations and Rights to Specimen.

7.1.

If only one parent/legal guardian of the Child is the Client, such person shall be solely liable for all of the obligations and shall have all rights of the Client, including control of the Specimen. If more than one parent/legal guardian of the Child is the Client each shall be jointly and severally liable and the rights shall be held by such parents/legal guardians jointly, including control of the Specimen. The exercise of any rights and control over the Specimen will require written notice to LifeCell signed by each Client.

7.2.

Any components (including but not limited to plasma and red blood cells) that remain after the Specimen is processed and that are not being stored, will be disposed off by LifeCell.

7.3.

In the event of disagreement between the parents, the Genetic Mother's wish and right shall prevail. On the Child attaining the age of majority, the rights and wishes of the Child shall prevail.

Retrieval of Specimen.

8.1.

There is no fee payable by the Client to LifeCell for retrieval of Specimen.

8.2.

The stored Specimen will be available for access or delivery by or before the end of the 7th business day after LifeCell's receipt of a written request from Client. However if the Clientâ&#x20AC;&#x2122;s chosen plan also covers isolation and expansion of stem cells at the time of retrieval, the expanded cells would be available for access or delivery by or before the end of 90th business day after LifeCellâ&#x20AC;&#x2122;s receipt of a written request from Client.

8.3.

The request must be made on a request form provided by LifeCell. This must be signed by the Client, and provide the name and address of the facility where the Specimen is to be delivered and the date of delivery is requested.

8.4.

If the retrieval is requested for a transplant, the request form must be accompanied by transplant physicianâ&#x20AC;&#x2122;s certification confirming te end-use. The stored

President, LifeCell International

Specimen can only be released for use in compliance with the statutory regulations at the place of transplant. 8.5.

Free Worldwide Shipment: In the event of a transplant, the Specimen would be m a d e available for transportation in a special cryo-shipper owned by LifeCell. For purposes of convenience, LifeCell on the request of the Client shall make necessary arrangements with a certified Service Provider who has the required expertise in handling and transportation of such Specimen at no additional costs to the Client. The Service Provider is not an agent of LifeCell and LifeCell shall not be responsible in any manner for the services rendered by the Service Provider.

LifeCell Client Benefit Programs: LifeCell understands the Clients need to enhance the Value of their investment and also provide a comprehensive coverage for their Child. Therefore LifeCell through its Client Benefit Programs provide additional guarantees, insurances, and benefits which are detailed below:

9.1.

LifeCell Cares Program: LifeCell understands that there may arise financial hardship in the event your Child's Specimen is required for a stem cell transplant in which case LifeCell under its LifeCell Cares Program will provide the Client upto US$ 10,000 (Ten Thousand US Dollars only) to offset treatment related and personal family expenses, provided the following conditions are satisfied:

9.1.1.

The Child or its Sibling must be positively diagnosed after the enrolment date for a hematological malignancy treatable using the stored Specimen.

9.1.2. The Specimen must be retrieved for a hematopoietic stem cell transplant, and must be administered under the direction of a transplant physician in a medical facility qualified and approved by a competent authority for stem cell transplantation. 9.2.

LifeCell Disaster Relief Program: While LifeCell shall ensure that the preserved Specimen will be maintained with utmost care, there may be unforeseen events that may occur, which are beyond the reasonable control of LifeCell and which may potentially deteriorate the Specimen during transit or whilst being held in cryo preservation facility. In the extremely unlikely occurrence of such event, LifeCell will use its best endeavors to find a unit of suitable

Client's Initials

Husband's Initials

Birth Mother, if not Client

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Page 10 of 45

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2.3

LifeCell will provide the Client with the following immediately upon enrollment:

2.6.

2.7.

Client Responsibilities.

3.1.

3.2

Client is responsible for providing the Collection Kit to the Caregiver at the time of child birth, and for arranging with the Caregiver for collection, preparation and

President, LifeCell International

3.3.

Client must promptly notify LifeCell in writing of any change in Client's name or current mailing address or in the legal guardianship of the Child.

Fees for Services.

4.1.

21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one- time payment which includes the processing and testing fee and storage of the Specimen for a period of 21-years.

4.2.

4.3.

Terms of Agreement.

5.1.

This Agreement will continue for twenty one (21) years from the date of birth of the Child.

5.2.

5.3.

Representations and Warranties of Client. Client represents and warrants that

6.1.

She / he is the parent or legal guardian to the Child;

6.2.

Client has had the opportunity to consult Client's own legal counsel to review this Agreement and related forms and Client has carefully read and understood all the terms of this Agreement;

6.3.

The decision to collect the Specimen and Maternal Blood,

Client's Initials

Husband's Initials

Birth Mother, if not Client

test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client; 6.4.

Obligations and Rights to Specimen.

7.1.

7.2.

Any components (including but not limited to plasma and red blood cells) that remain after the Specimen is processed and that are not being stored, will be disposed off by LifeCell.

7.3.

In the event of disagreement between the parents, the Genetic Mother's wish and right shall prevail. On the Child attaining the age of majority, the rights and wishes of the Child shall prevail.

Retrieval of Specimen.

8.1.

There is no fee payable by the Client to LifeCell for retrieval of Specimen.

8.2.

8.3.

8.4.

If the retrieval is requested for a transplant, the request form must be accompanied by transplant physicianâ&#x20AC;&#x2122;s certification confirming te end-use. The stored

President, LifeCell International

Specimen can only be released for use in compliance with the statutory regulations at the place of transplant. 8.5.

9.1.

9.1.1.

The Child or its Sibling must be positively diagnosed after the enrolment date for a hematological malignancy treatable using the stored Specimen.

Client's Initials

Husband's Initials

Birth Mother, if not Client

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HLA match or pay up to US$ 25,000 (Twenty Five Thousand US Dollars only) subject to the following conditions:

11.

Client agrees that LifeCell‘s liability for any loss, harm, damage or claim of any kind in connection with this agreement or the services provided by LifeCell shall be limited to the return of an amount equal to all fees paid by client to LifeCell. Such limitation of liability shall in no way be diminished as a result of the LifeCell Cares Program or in the event that liability arising from acts committed by LifeCell that are intentional and grossly negligent.

9.2.1. The Child or its Sibling must be positively diagnosed after the Enrolment date for a hematological malignancy treatable using the stored Specimen, and must be scheduled for a stem cell transplant. 9.2.2 The Specimen is lost due to change in temperature arising out of loss or damage to the cold storage machinery due to operation of an insured peril (i.e.) fire, lighting, explosion and implosion, aircraft damage, riot, strike, malicious damage and terrorism, storm, tempest and flood and inundation, impact damage, subsidence and landslide/rockslide, bursting and/or overflowing of water tanks, apparatus and pipes, missile testing, leakage from automatic sprinkler installation, bush fire, earthquake (fire and shock), and act of terrorism. 9.3

9.4.

12.

General Conditions for LifeCell Client Benefit Programs:

Force Majeure: Client agrees that lifecell shall not be liable for any loss, deterioration or destruction of all or any part of the specimen resulting from causes or circumstances which are beyond LifeCell’s reasonable control.

Indemnity to Hold Harmless. Client agrees to indemnify and hold LifeCell, its respective agents, employees, officers, directors, shareholders and affiliates harmless from any and all claims, liabilities, demands and causes of action asserted against them by any third party.

LifeCell Payment Guarantee: If the Client's Specimen upon retrieval for a hematopoietic stem cell transplant does not meet LifeCell's then prevailing viability criteria benchmarked against existing international best practices then LifeCell will use its best endeavors to find a unit of suitable HLA match to the Child or pay the Client upto US$ 25,000 (Twenty Five Thousand US Dollars only).

Limitation of Liability:

14.

Termination of Agreement.

14.1

This Agreement may be terminated

14.1.1. by Client at any time prior to the collection of the Specimen, or

9.4.2. Payments would be made on appropriate verification of Client’s request by LifeCell.

14.1.2. by LifeCell if it has exercised its right to refuse Specimen storage for any reason, including the consequential act of Sample rejection as per clause 2.7, or

9.4.3. Upon payment (or providing a unit of suitable HLA match) Client would thereby discharge and release LifeCell from all its liabilities.

14.1.3. by LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, or

10.

Disclaimers.

14.1.4. by mutual agreement of Client and LifeCell, or

Neither LifeCell nor any of its officers, directors, shareholders, employees, agents or consultants have made any representations, guarantee, warranties or assurances, express or implied, to Client of any kind o t h e r than those disclosed herein LifeCell does not perform any medical services, give any medical advice, or otherwise perform any functions other t h a n t hose expr essl y indicat ed; Lif eCell expr essl y disclaims any responsibility to provide any other. services.

14.1.5. by either party upon 60 days prior written notice to the other party hereto, or

9.4.1. The Client Agreement is valid and is in force.

President, LifeCell International

14.1.6. in the event, the Specimen are retrieved for a transplant. However, if the Client retrieves only a portion of the Specimen the Agreement would survive and continue until the entire Specimen has been retrieved. 14.2

Effects of Termination:

Client's Initials

Husband's Initials

Birth Mother, if not Client

14.2.1. If the Agreement is terminated under Section 14.1.3, Client relinquishes all rights in and to the Specimen and waives all claims to the Specimen and LifeCell shall have the right at its sole discretion to dispose of the Specimen. However, LifeCell shall continue storing the Specimen with no liabilities to the Client for a period of two years from the date of termination. During this period the Client shall have the option of reviving the Agreement by paying all unpaid fees and a re-enrollment fee. 14.2.2. If the Agreement is terminated by LifeCell under Section 14.1.5, LifeCell shall at its own cost arrange for transfer of Specimen to a comparable stem cell bank facility and pay the new stem cell bank for storing the Specimen for the remaining period of the Agreement. 14.2.3. If the Agreement is terminated under Section 14.1.6 a pro-rated refund of the prepaid store fees will be made by LifeCell to the Client 15.

Arbitration. All disputes arising out of or relating to this Agreement will be resolved by arbitration. The arbitration will take place in Dubai, UAE as per the applicable laws of UAE. All decisions of the arbitrator shall be final, binding, and conclusive and arbitration constitutes the only method of resolving disputes to this Agreement.

16.

17.

18.

20.

Notice.

20.1.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

20.2. Notice to LifeCell must be delivered to LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, Dubai Media City, P.O. Box. 502026, Dubai, United Arab Emirates. 20.3. Notice to Client will be delivered to the address set forth in the Enrollment form or as updated by client to LifeCell. 21.

Entire Agreement. This Agreement and the exhibits hereto constitute the entire agreement between LifeCell, Client and, if different, the birth mother of the Child and supersedes any prior agreements or understandings, oral and written.

This Agreement is governed by, construed and interpreted in accordance with the local laws of Dubai, UAE. Any Judicial proceedings brought against either LifeCell or Client under this agreement will be brought in a competent court in Dubai, UAE. LifeCell and Client consent to the exclusive jurisdiction of the aforesaid courts and waive any objection to venue therein and irrevocably agree to be bound by any judgement rendered thereby in connection with this Agreement.

22.

Confidentiality; Consent to Release.

23.

President, LifeCell International

Assignment. LifeCell may assign this Agreement to any individual or entity providing a similar service. If LifeCell is acquired by or merged with or into another company, LifeCell shall require that the terms of this Agreement continue in full force and effect.

Governing Law and Jurisdiction.

LifeCell acknowledges the confidential nature of the information provided by Client and, if different from the Client, the Birth Mother of the Child and agrees to use its reasonable best efforts to maintain the confidentiality of the information except as required by law or as permitted by this Agreement. Client and, if different, the Birth Mother of the Child hereby agree to the release of information to the hospital, laboratory or physician providing the services to the Client.

Multiple Births.

Survival. All pr ovisions which by t heir t er ms r equir e performance after the termination of this Agreement will survive the termination of this Agreement. Binding Effect. All of the obligations, terms, provisions and releases set forth in this Agreement, shall be binding upon and inure to the benefit of LifeCell, the Client and their respective heirs, personal representatives, successors and assigns.

Client's Initials

Husband's Initials

Birth Mother, if not Client

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HLA match or pay up to US$ 25,000 (Twenty Five Thousand US Dollars only) subject to the following conditions:

11.

9.4.

12.

General Conditions for LifeCell Client Benefit Programs:

Limitation of Liability:

14.

Termination of Agreement.

14.1

This Agreement may be terminated

14.1.1. by Client at any time prior to the collection of the Specimen, or

9.4.2. Payments would be made on appropriate verification of Client’s request by LifeCell.

14.1.2. by LifeCell if it has exercised its right to refuse Specimen storage for any reason, including the consequential act of Sample rejection as per clause 2.7, or

9.4.3. Upon payment (or providing a unit of suitable HLA match) Client would thereby discharge and release LifeCell from all its liabilities.

14.1.3. by LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, or

10.

Disclaimers.

14.1.4. by mutual agreement of Client and LifeCell, or

14.1.5. by either party upon 60 days prior written notice to the other party hereto, or

9.4.1. The Client Agreement is valid and is in force.

President, LifeCell International

Effects of Termination:

Client's Initials

Husband's Initials

Birth Mother, if not Client

16.

17.

18.

20.

Notice.

20.1.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

22.

Confidentiality; Consent to Release.

23.

President, LifeCell International

Governing Law and Jurisdiction.

Multiple Births.

Client's Initials

Husband's Initials

Birth Mother, if not Client

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24.

Severability.

25.

If any part of this Agreement is found to be invalid or unenforceable, such provision is deemed modified to the extent nece sary to make the Agreement enforceable, and this Agreement shall otherwise remain in full force and effect.

Headings.

UMBILICAL CORD STEM CELL TESTING, PROCESSING, STORAGE AND INFORMED CONSENT AGREEMENT

The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

I/We, the undersigned (the ‘Client’), on behalf of myself/ourselves and my/our unborn child (the ‘Child’), engage LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, Dubai Media City, PO Box 502026, Dubai, UAE (‘LifeCell’), to process, test, and store stem cells obtained from the umbilical cord blood and/or stem cells from umbilical cord tissue collected at birth of the Child on the following terms (this ‘Agreement’).

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

This Agreement is entered into this _________ day of ___________________, 201______ (the ‘Enrollment Date’) and legally Name and Signature of Mother/Legal Guardian

Name and Signature of Father/Legal Guardian

Name of Birth Mother if not the Client

Signature of Birth Mother if not the Client

binds LifeCell and the Client, including the birth mother of the Child.

1. Definitions: In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings:

Date:

1.1.

‘Child’ means the Client's baby from whom the Specimen will be collected following his/her birth.

1.2.

‘Client’ means the parent or legal guardian of the Child.

1.3.

‘Birth Mother’ means the one who has borne the child in her womb.

1.4.

‘Genetic Mother’ if different from the Birth Mother means the mother from whom the egg has been obtained.

1.5.

‘Caregiver’ means the Obstetrician / Gynecologist or qualified medical professional / midwife who will be assisting in delivering the Child.

1.6.

1.7.

1.8.

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

packed in a certified transport container compliant with International Air Transport Association (IATA) regulations. 1.9.

1.10.

‘Minimally Manipulated Stem Cells’ means stem cells that have not been subjected to ex- vivo procedure such as expansion of cell populations, genetic alterations, etc.

1.11.

‘Minimally Expanded Stem Cells’ means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

1.12.

‘Hematopoietic Stem Cells’ means multipotent stem cells that are characterized by the expression of the marker CD34.

1.13.

‘Mesenchymal Stem Cells’ means multipotent stem cells that can differentiate into a variety of cell types and are characterized by expression of the markers CD90 and CD105.

1.14.

‘Sibling’ means a brother or sister of the Child having one or both parents in common.

Services of LifeCell; Testing, Processing, Preserving and Storage.

2.1.

LifeCell offers its services under various options which the Client must choose from as detailed in Exhibit 2,

2.2.

LifeCell shall obtain all statutory permissions and licenses that might be required for providing the services contemplated under this Agreement.

P O C NT

CLIE

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

Page 14 of 45

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24.

Severability.

25.

Headings.

UMBILICAL CORD STEM CELL TESTING, PROCESSING, STORAGE AND INFORMED CONSENT AGREEMENT

The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

This Agreement is entered into this _________ day of ___________________, 201______ (the ‘Enrollment Date’) and legally Name and Signature of Mother/Legal Guardian

Name and Signature of Father/Legal Guardian

Name of Birth Mother if not the Client

Signature of Birth Mother if not the Client

binds LifeCell and the Client, including the birth mother of the Child.

1. Definitions: In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings:

Date:

1.1.

‘Child’ means the Client's baby from whom the Specimen will be collected following his/her birth.

1.2.

‘Client’ means the parent or legal guardian of the Child.

1.3.

‘Birth Mother’ means the one who has borne the child in her womb.

1.4.

‘Genetic Mother’ if different from the Birth Mother means the mother from whom the egg has been obtained.

1.5.

‘Caregiver’ means the Obstetrician / Gynecologist or qualified medical professional / midwife who will be assisting in delivering the Child.

1.6.

1.7.

1.8.

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

packed in a certified transport container compliant with International Air Transport Association (IATA) regulations. 1.9.

1.10.

‘Minimally Manipulated Stem Cells’ means stem cells that have not been subjected to ex- vivo procedure such as expansion of cell populations, genetic alterations, etc.

1.11.

‘Minimally Expanded Stem Cells’ means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

1.12.

‘Hematopoietic Stem Cells’ means multipotent stem cells that are characterized by the expression of the marker CD34.

1.13.

‘Mesenchymal Stem Cells’ means multipotent stem cells that can differentiate into a variety of cell types and are characterized by expression of the markers CD90 and CD105.

1.14.

‘Sibling’ means a brother or sister of the Child having one or both parents in common.

Services of LifeCell; Testing, Processing, Preserving and Storage.

2.1.

LifeCell offers its services under various options which the Client must choose from as detailed in Exhibit 2,

2.2.

LifeCell shall obtain all statutory permissions and licenses that might be required for providing the services contemplated under this Agreement.

P O C NT

CLIE

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

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2.3

LifeCell will provide the Client with the following immediately upon enrollment:

2.6.

2.7.

Client Responsibilities.

3.1.

Prior to the birth of the Child the Client must complete the Enrollment Form (Exhibit 1), the Maternal Health History - Genetic Mother (Exhibit 3, as applicable),the Maternal health History - Non-Client Birth Mother (Exhibit 4, as applicable) and must read, understand, fill and sign all Exhibits (2, 5, 6, 7 and 8) and make due payment of fees. Client is responsible for providing the Collection Kit to the Caregiver at the time of child birth, and for arranging with the Caregiver for collection, preparation and

President, LifeCell International

Client must promptly notify LifeCell in writing of any change in Client's name or current mailing address or in the legal guardianship of the Child.

Fees for Services.

4.1.

21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one- time payment which includes the processing and testing fee and storage of the Specimen for a period of 21-years.

4.2.

4.3.

PY O C T

CLIE

In the event that the Specimen is determined by LifeCell to be unfit for processing and / or storage for any reason, such as insuf ficient volume, low cell count / viability, positive screening of infectious diseases, microbial contamination of Specimen, etc., then LifeCell will notify the Client immediately, and seek instructions for disposal of the Specimen. If LifeCell does not receive written instructions within 60 days of such notice then LifeCell has the right to terminate the Agreement and destroy the Specimen without further liability.

3.2

3.3.

Terms of Agreement.

5.1.

This Agreement will continue for twenty one (21) years from the date of birth of the Child.

5.2.

5.3.

Representations and Warranties of Client. Client represents and warrants that

6.1.

She / he is the parent or legal guardian to the Child;

6.2.

Client has had the opportunity to consult Client's own legal counsel to review this Agreement and related forms and Client has carefully read and understood all the terms of this Agreement;

6.3.

The decision to collect the Specimen and Maternal Blood,

Client's Initials

Husband's Initials

Birth Mother, if not Client

test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client; 6.4.

Obligations and Rights to Specimen.

7.1.

7.2.

7.3.

Specimen can only be released for use in compliance with the statutory regulations at the place of transplant. 8.5.

In the event of a transplant, the Specimen would be m a d e available for transportation in a special cryo-shipper owned by LifeCell. For purposes of convenience, LifeCell on the request of the Client shall make necessary arrangements with a certified Service Provider who has the required expertise in handling and transportation of such Specimen at no additional costs to the Client. The Service Provider is not an agent of LifeCell and LifeCell shall not be responsible in any manner for the services rendered by the Service Provider. 9.

9.1.

Retrieval of Specimen.

8.1.

There is no fee payable by the Client to LifeCell for retrieval of Specimen.

8.2.

8.3.

8.4.

If the retrieval is requested for a transplant, the request form must be accompanied by transplant physicianâ&#x20AC;&#x2122;s certification confirming te end-use. The stored

President, LifeCell International

LifeCell Cares Program:

PY O C T

LifeCell understands that there may arise financial hardship in the event your Child's Specimen is required for a stem cell transplant in which case LifeCell under its LifeCell Cares Program will provide the Client upto US$ 10,000 (Ten Thousand US Dollars only) to offset treatment related and personal family expenses, provided the following conditions are satisfied:

CLIE

Any components (including but not limited to plasma and red blood cells) that remain after the Specimen is processed and that are not being stored, will be disposed off by LifeCell. In the event of disagreement between the parents, the Genetic Mother's wish and right shall prevail. On the Child attaining the age of majority, the rights and wishes of the Child shall prevail.

Free Worldwide Shipment:

9.1.1.

The Child or its Sibling must be positively diagnosed after the enrolment date for a hematological malignancy treatable using the stored Specimen.

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

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2.3

LifeCell will provide the Client with the following immediately upon enrollment:

2.6.

2.7.

Client Responsibilities.

3.1.

President, LifeCell International

Client must promptly notify LifeCell in writing of any change in Client's name or current mailing address or in the legal guardianship of the Child.

Fees for Services.

4.1.

21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one- time payment which includes the processing and testing fee and storage of the Specimen for a period of 21-years.

4.2.

4.3.

PY O C T

CLIE

3.2

3.3.

Terms of Agreement.

5.1.

This Agreement will continue for twenty one (21) years from the date of birth of the Child.

5.2.

5.3.

Representations and Warranties of Client. Client represents and warrants that

6.1.

She / he is the parent or legal guardian to the Child;

6.2.

Client has had the opportunity to consult Client's own legal counsel to review this Agreement and related forms and Client has carefully read and understood all the terms of this Agreement;

6.3.

The decision to collect the Specimen and Maternal Blood,

Client's Initials

Husband's Initials

Birth Mother, if not Client

test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client; 6.4.

Obligations and Rights to Specimen.

7.1.

7.2.

7.3.

Specimen can only be released for use in compliance with the statutory regulations at the place of transplant. 8.5.

9.1.

Retrieval of Specimen.

8.1.

There is no fee payable by the Client to LifeCell for retrieval of Specimen.

8.2.

8.3.

8.4.

If the retrieval is requested for a transplant, the request form must be accompanied by transplant physicianâ&#x20AC;&#x2122;s certification confirming te end-use. The stored

President, LifeCell International

LifeCell Cares Program:

PY O C T

CLIE

Free Worldwide Shipment:

9.1.1.

The Child or its Sibling must be positively diagnosed after the enrolment date for a hematological malignancy treatable using the stored Specimen.

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

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HLA match or pay up to US$ 25,000 (Twenty Five Thousand US Dollars only) subject to the following conditions:

11.

12.

Limitation of Liability:

9.4.

General Conditions for LifeCell Client Benefit Programs:

14.

Termination of Agreement.

14.1

This Agreement may be terminated

14.1.1. by Client at any time prior to the collection of the Specimen, or

9.4.2. Payments would be made on appropriate verification of Client’s request by LifeCell.

14.1.2. by LifeCell if it has exercised its right to refuse Specimen storage for any reason, including the consequential act of Sample rejection as per clause 2.7, or

9.4.3. Upon payment (or providing a unit of suitable HLA match) Client would thereby discharge and release LifeCell from all its liabilities.

14.1.3. by LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, or

10.

14.1.4. by mutual agreement of Client and LifeCell, or

9.4.1. The Client Agreement is valid and is in force.

Disclaimers. Neither LifeCell nor any of its officers, directors, shareholders, employees, agents or consultants have made any representations, guarantee, warranties or assurances, express or implied, to Client of any kind o t h e r than those disclosed herein LifeCell does not perform any medical services, give any medical advice, or otherwise perform any functions other t h a n t hose expr essl y indicat ed; Lif eCell expr essl y disclaims any responsibility to provide any other. services.

President, LifeCell International

14.1.5. by either party upon 60 days prior written notice to the other party hereto, or 14.1.6. in the event, the Specimen are retrieved for a transplant. However, if the Client retrieves only a portion of the Specimen the Agreement would survive and continue until the entire Specimen has been retrieved. 14.2

14.2.2. If the Agreement is terminated by LifeCell under Section 14.1.5, LifeCell shall at its own cost arrange for transfer of Specimen to a comparable stem cell bank facility and pay the new stem cell bank for storing the Specimen for the remaining period of the Agreement.

Effects of Termination:

Client's Initials

Husband's Initials

Birth Mother, if not Client

18.

Multiple Births.

19.

In the event of multiple births, if the Client desires to engage LifeCell to process, and store the cord blood and/or cord tissue for each Child, the Client must check the appropriate box on the Enrollment Form and pay the additional fees. Assignment. LifeCell may assign this Agreement to any individual or entity providing a similar service. If LifeCell is acquired by or merged with or into another company, LifeCell shall require that the terms of this Agreement continue in full force and effect.

20.

Notice.

14.2.3. If the Agreement is terminated under Section 14.1.6 a pro-rated refund of the prepaid store fees will be made by LifeCell to the Client

20.1.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

15.

20.2. Notice to LifeCell must be delivered to LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, Dubai Media City, P.O. Box. 502026, Dubai, United Arab Emirates.

P O C NT

CLIE

16.

Governing Law and Jurisdiction.

21.

CLIE

Confidentiality; Consent to Release. LifeCell acknowledges the confidential nature of the information provided by Client and, if different from the Client, the Birth Mother of the Child and agrees to use its reasonable best efforts to maintain the confidentiality of the information except as required by law or as permitted by this Agreement. Client and, if different, the Birth Mother of the Child hereby agree to the release of information to the hospital, laboratory or physician providing the services to the Client.

President, LifeCell International

P O C NT

20.3. Notice to Client will be delivered to the address set forth in the Enrollment form or as updated by client to LifeCell. Entire Agreement.

This Agreement and the exhibits hereto constitute the entire agreement between LifeCell, Client and, if different, the birth mother of the Child and supersedes any prior agreements or understandings, oral and written.

22.

Survival. All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement.

23.

Binding Effect. All of the obligations, terms, provisions and releases set forth in this Agreement, shall be binding upon and inure to the benefit of LifeCell, the Client and their respective heir s, per sonal representatives, successors, and assigns.

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

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HLA match or pay up to US$ 25,000 (Twenty Five Thousand US Dollars only) subject to the following conditions:

11.

12.

Limitation of Liability:

9.4.

General Conditions for LifeCell Client Benefit Programs:

14.

Termination of Agreement.

14.1

This Agreement may be terminated

14.1.1. by Client at any time prior to the collection of the Specimen, or

9.4.2. Payments would be made on appropriate verification of Client’s request by LifeCell.

14.1.2. by LifeCell if it has exercised its right to refuse Specimen storage for any reason, including the consequential act of Sample rejection as per clause 2.7, or

9.4.3. Upon payment (or providing a unit of suitable HLA match) Client would thereby discharge and release LifeCell from all its liabilities.

14.1.3. by LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, or

10.

14.1.4. by mutual agreement of Client and LifeCell, or

9.4.1. The Client Agreement is valid and is in force.

President, LifeCell International

Effects of Termination:

Client's Initials

Husband's Initials

Birth Mother, if not Client

18.

Multiple Births.

19.

20.

Notice.

14.2.3. If the Agreement is terminated under Section 14.1.6 a pro-rated refund of the prepaid store fees will be made by LifeCell to the Client

20.1.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

15.

20.2. Notice to LifeCell must be delivered to LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, Dubai Media City, P.O. Box. 502026, Dubai, United Arab Emirates.

P O C NT

CLIE

16.

Governing Law and Jurisdiction.

21.

CLIE

President, LifeCell International

P O C NT

20.3. Notice to Client will be delivered to the address set forth in the Enrollment form or as updated by client to LifeCell. Entire Agreement.

22.

Survival. All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement.

23.

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

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EXHIBIT - 3 CRM NO.:

24.

Severability.

25.

Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

MATERNAL HEALTH HISTORY (GENETIC MOTHER) The following questions are required for determination of donor-eligibility, and have not been developed by LifeCell. We understand that there may be sensitivities to some of the questions, and apologize for the inconvenience. LifeCell has made an effort to modify these questions from those published and required by the AABB (Formerly the American Association of Blood Banks) to minimize your discomfort.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

Name and Signature of Mother/Legal Guardian

Name and Signature of Father/Legal Guardian

Name of Birth Mother if not the Client

Signature of Birth Mother if not the Client

Do you currently have or have a history of any medical condition that could affect the collection or use of the stem cells such as,

Cancer, Diabetes, Hepatitis, Blood Disease, Bleeding problem, Heart Disease, Drug or Alcohol abuse.

HIV/AIDS or a positive test for the HIV/AIDS virus, HTLV, Malaria, Chaga's disease.

Stroke, Seizure or multiple sclerosis, Lung disease, Kidney disease, Liver disease, Babesiosis, Genetic disorder.

Do you currently have or are you being treated for any type of infection?

Do you have, or have a family history of, Dementia, degenerative or neurological disease, or Creutzfeld Jakob disease?

In the past 6 months have you received a bite from an animal suspected of Rabies?

Have you been treated for a sexually transmitted disease in the last 12 months?

In the past 12 months have you had any immunizations, tattoos, body piercing, an accidental needle-stick, or come into contact with someone's blood, open wound, or small pox vaccination site and/or bandage?

In the past 12 months have you been in Juvenile detention, lock-up, jail or prison for more than 72 hours?

In the past 12 months have you lived with a person who has Hepatitis?

Have you in the past 5 years taken intravenous drugs not prescribed by a physician?

10.

Have you in the past 5 years received compensation for sex?

11.

Have you ever received whole blood, blood factor products, blood derivatives, growth hormones, bone or skin graft, or a tissue, organ (either human or animal), dura mater or bone marrow transplant?

12.

Have you in the past 12 months had intimate contact with a male who has ever had sexual contact with another male, anyone who has HIV/AIDS or a positive test for HIV/AIDS virus, anyone who has hepatitis or anyone described in questions 9, 10 or 11?

13.

From 1980 through 1996 have you:

Spent 3 months or more cumulatively in the United Kingdom? If so, what city and country?

YES

Date:

P O C NT

CLIE

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

President, LifeCell International

Client's Initials

Husband's Initials

Birth Mother, if not Client

LifeCell Arabia FZ LLC, Suite 2621, Shatha Tower, PO Box 502026, Dubai Media City, Dubai, UAE. | +971 4 4494067 | www.lifecellinternational.com

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