Equity Pledge Supplementary Agreement

Exhibit 10.11

股权质押补充协议

Equity Pledge Supplementary Agreement

本股权质押补充协议 (下称“本协议”)由下列各方于 2020 年 11 月 10日在中华人民共和国（下称“中国”）上海签订：

This Equity Pledge Supplementary Agreement (this “Agreement”) has been executed by and among the following parties on November 10, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

在本协议中，质权人、出质人和丙方以下各称“ 一方”，合称“各方”。

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

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Equity Pledge Supplementary Agreement

股权质押补充协议

鉴于：

Whereas:

Pledgor is a [***] citizen, with [***] No.: [***]. The Pledgor originally held 86.9926% of the equity interest in Party C in record and now holds 99.9% of the equity interest in Party C in record. Party C is a limited liability company registered in Shanghai, China. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge.

Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee, Pledgor and Party C owned by Pledgor have executed a Technical Consultation and Service Agreement and other control agreements (the “Control Agreements”).

To ensure that Pledgor and Party C fully perform their obligations under the Control Agreements, and pay the consulting and service fees thereunder to the Pledgee when the sum becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Control Agreements.

为了履行控制协议的条款，各方商定按照以下条款签订本协议。

To perform the provisions of the Control Agreements, the Parties have mutually agreed to execute this Agreement upon the following terms.

Definitions

除非本协议另有规定，下列词语含义为：

Unless otherwise provided herein, the terms below shall have the following meanings:

Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement.

Control Agreements: shall refer to Technical Consultation and Service Agreements and Business Cooperation Agreement executed by and among Party C and the Pledgee on January 3, 2019, and Amendment to Call Option Agreement, Amendment to Voting Rights Proxy Agreement, and other relevant control agreements executed by and among Pledgor, Party C and Pledgee on November 10, 2020.

Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement.

Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

The Pledge

作为出质人、丙方完全履行控制协议，以及按时和全额支付控制协议项下质 权人应得的任何或全部的款项，包括但不限于控制协议中规定的咨询和服务 ▇的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求 或其它原因），出质人特此将其现有的丙方的全部股权权益质押给质权人。 各方同意，本协议项下担保债务的金额于本协议签署时为一亿元人民币（ RMB100,000,000），质权行使时应当根据实际发生的担保债务予以确认担 保债务的金额。

As collateral security for the performance of the Control Agreements and the timely and complete payment when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C and/or Pledgor, including without limitation the consulting and services fees payable to the Pledgee under the Control Agreements, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor’s right, title and interest now owned by Pledgor in the Equity Interest of Party C. The Parties agree that the amount of the secured obligation under this Agreement shall be one hundred million yuan (RMB100,000,000) as of the date hereof. When the equity pledge is exercised, the amount of the secured debt shall be confirmed based on the actual secured debt.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Term of Pledge

The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for market regulation (the “AMR”). The Pledge shall be continuously valid until the Pledgor is no longer a shareholder of Party C or the satisfaction of all its obligations by the Party C under the Control Agreements. The Pledgor shall be responsible for recording of the Pledge in the Company’s Register of Shareholders.

During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Control Agreements, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

Custody of Records for Equity Interest subject to Pledge

During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within twenty (20) business days after this Agreement takes effect. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

Representations and Warranties of Pledgor

Pledgor is the owner of the Equity Interest in record of register of shareholder.

Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

Covenants and Further Agreements of Pledgor

Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Amendment to Call Option Agreement (the “Call Option Agreement”) executed by Pledgor, the Pledgee and Party C on the execution date of this Agreement;

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Equity Pledge Supplementary Agreement

股权质押补充协议

comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 working days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall     comply     with     the     aforementioned     notice,     order     or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;

promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Control Agreements, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

The Pledgor shall process the registration procedures with the Administration for Market Regulation concerning the Pledge within twenty (20) business days after this Agreement takes effect.

Without notifying Pledgee in advance and obtaining Pledgee’s prior written consent, Pledgor shall not transfer the Equity Interest and any action for the proposed transfer of the Equity Interest of Pledgor shall be invalid. Any payment received by Pledgor for transfer of the Equity Interest shall be firstly used to repay the secured obligations to Pledgee or be placed in escrow with a third party as agreed with Pledgee.

Parties agree that unless with Party A’s prior written consent, Party C shall not conduct any sale, transfer, disposal, pledge, mortgage, lease, exclusive license or otherwise create any restriction on any patent (including any granted patent right or any application for the grant of a patent) owned by Party C.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Party C shall, and Party B shall procure Party C to, (i) prepare a report summarizing changes of the Party C’s intellectual properties for each calendar year, which shall include a list of intellectual properties newly purchased, developed or otherwise acquired for such calendar year, and a list of intellectual properties transferred (including any intellectual property that are solely owned by Party C becoming being jointly owned by another party) for such calendar year (the “IP Report”), and (ii) submit the IP Report to Party A for review within forty-five (45) days after the end of each calendar year. The IP Report provided by Party C shall be true, valid, accurate and complete. If Party A suffers any losses as a result of any defect of the aforesaid documents, Party C shall be fully responsible for such losses.

Event of Breach

The following circumstances shall be deemed Event of Default:

Party C fails to fully and timely fulfill any liabilities under the Control Agreements, including without limitation failure to pay in full any of the consulting and service fees payable under the Control Agreements or breaches any other obligations of Party C thereunder;

Pledgor or Party C has committed a material breach of any provisions of this Agreement;

Except for the performance of the Call Option Agreement, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee;

The successor or custodian of the Pledgor or Party C is capable of only partially performing or refusing to perform the payment obligations under the Control Agreements;

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Equity Pledge Supplementary Agreement

股权质押补充协议

The occurrence of any adverse change to the assets or property of the Pledgor, which in Pledgee’s determination, may impact the ability of the Pledgor to perform its obligations hereunder;

The occurrence of any other circumstances under which the Pledgee is not or may not able to exercise its rights hereunder in accordance with the applicable law.

Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding to immediately dispose of the Pledge in accordance with the provisions of Section 8 of this Agreement.

Exercise of Pledge

Prior to the full payment of the consulting and service fees described in the Control Agreements, without the Pledgee’s written consent, Pledgor shall not assign the Equity Interest in Party C.

Pledgee may issue a written notice to Pledgor when exercising the Pledge.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.3. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

In the event of default, Pledgee is entitled to dispose of the Equity Interest in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee.

When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Assignment

Without Pledgee’s prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

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Equity Pledge Supplementary Agreement

股权质押补充协议

At any time, Pledgee may assign any and all of its rights and obligations under the Control Agreements to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Control Agreements, upon Pledgee’s request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AMR.

Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Call Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

Termination

在控制协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担控制协议 项下的任何义务之后，本协议终止，并且在尽早合理可行的时间内，质权人 应解除本协议下的股权质押。

Upon the full payment of the consulting and service fees under the Control Agreements and upon termination of Party C’s obligations under the Control Agreements, this Agreement shall be terminated, and Pledgee shall then terminate the equity pledge under this Agreement as soon as reasonably practicable.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Handling Fees and Other Expenses

一切与本协议有关的费用及实际开支，其中包括但不限于法律费用、工本费、 印花税以及任何其他税收、费用等全部由丙方承担。

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而 交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信 息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保 密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并 非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票 交易规则、或政府部门或法院的命令而所需披露之任何信息；或( c)由任何 一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息， 而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一 方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。 无论本协议以任何理由终止，本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

Governing Law and Resolution of Disputes

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

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Equity Pledge Supplementary Agreement

股权质押补充协议

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

Notices

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of acceptance or refusal at the address specified for notices.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

For the purpose of notices, the addresses of the Parties are as follows:

甲方：亘利生物科技（上海）有限公司

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Equity Pledge Supplementary Agreement

股权质押补充协议

If any Party changes its address for notices or its contact person, a notice shall be delivered to the other Parties in accordance with the terms hereof.

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定 为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性 不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许 可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行 的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法 或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

Attachments

本协议所列附件，为本协议不可分割的组成部分。

The attachments set forth herein shall be an integral part of this Agreement.

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Equity Pledge Supplementary Agreement

股权质押补充协议

Effectiveness

This Agreement shall become effective after the Parties have duly executed this Agreement. After this Agreement takes effect, the Equity Pledge Agreement by and among the Parties dated March 6, 2020 shall automatically expire.

Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

[以下为签字页]

[SIGNATURE PAGE FOLLOWS]

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Equity Pledge Supplementary Agreement

股权质押补充协议

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押补充协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Supplementary Agreement as of the date first above written.

股权质押补充协议签署页

Signature Pages of Equity Pledge Supplementary Agreement

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押补充协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Supplementary Agreement as of the date first above written.

股权质押补充协议签署页

Signature Pages of Equity Pledge Supplementary Agreement

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押补充协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Supplementary Agreement as of the date first above written.

股权质押补充协议签署页

Signature Pages of Equity Pledge Supplementary Agreement

附件：

Attachments:

1. 亘喜生物科技（上海）有限公司股东名册

Shareholders’ register of Gracell Biotechnologies (Shanghai) Co., Ltd.

2. 亘喜生物科技（上海）有限公司的出资证明书

The Capital Contribution Certificate for Gracell Biotechnologies (Shanghai) Co., Ltd.

3. 技术咨询与服务协议

Technical Consultation and Service Agreement

4. 业务合作协议

Business Cooperation Agreement

5. 认购期权协议修正协议

Amendment to Call Option Agreement

6. 股东表决权委托协议修正协议

Amendment to Voting Rights Proxy Agreement