5,250,000 Units BISON CAPITAL Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 19, 2017, by and among Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2019 • Xynomic Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 15, 2019 between Xynomic Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Bison Capital Acquisition Corp. • June 26th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Bison Capital Acquisition Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-218404) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Agreement made as of June 19, 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ( the “Warrant Agent”).
BISON CAPITAL ACQUISITION CORP. No. 40 Liangmaqiao Road Chaoyang District, Beijing, ChinaBison Capital Acquisition Corp • March 1st, 2017 • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,064,500 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”) in ourselves, Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), up to 139,500 of which Shares shall be subject to complete or partial forfeiture (the “Forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of the Company do not exercise or do not fully exercise their over-allotment option (the “Over-allotment Option”) . The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between BISON CAPITAL ACQUISITION CORP., a British Virgin Islands company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Registration Rights Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY BISON CAPITAL ACQUISITION CORP. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND JUNE 19, 2018 AND IS VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of June 19, 2017 (this “Agreement”), by and among BISON CAPITAL ACQUISITION CORP., a British Virgin Islands Company (the “Company”), BISON CAPITAL HOLDING COMPANY LIMITED (“Bison Capital”) and JAMES JIAYUAN TONG (collectively with Bison Capital, the “Initial Shareholders”), EarlyBirdCapital and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), with an Effective Date of January 1, 2019, is made by and between Xynomic Pharmaceuticals, Inc. (the “Company”) and Wentao Wu (the “Employee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • New York
This Agreement is made as of [●], 2017 by and between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations
This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, is entered into as of April 2, 2019 (this “Amendment”), by and among Xynomic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Bison Capital Acquisition Corp., a British Virgin Islands company limited by shares (“Parent”), Bison Capital Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), and Yinglin Mark Xu (“XU”), an individual residing in Shanghai, China, solely in his capacity as the representative for the Company Stockholders (the “Stockholder Representative”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 19th day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the “Purchaser”), amends and replaces certain Unit Subscription Agreement dated as of June 9, 2017 by and between the Company and the Purchaser in its entirety.
LICENSE AGREEMENT between PHARMACYCLICS LLC and XYNOMIC PHARMACEUTICALS, INC. Dated as of February 23, 2017License Agreement • April 15th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made and entered into effective as of February 23, 2017 (the “Effective Date”) by and between Pharmacyclics LLC, a Delaware limited liability company wholly owned by AbbVie Inc. (“Pharmacyclics”), and Xynomic Pharmaceuticals, Inc., a Wyoming corporation (“Xynomic”). Pharmacyclics and Xynomic are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTAED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2019 • Xynomic Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Amended and Restated SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2019, by and between Xynomic Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
Bison Capital Acquisition Corp. No. 40 Liangmaqiao Road Chaoyang District, Beijing, ChinaBison Capital Acquisition Corp. • June 26th, 2017 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bison Capital Acquisition Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (the “Ordinary Shares”), one right to receive one-tenth of one Ordinary Share, and one-half of one warrant (the “Warrant”), each whole Warrant to purchase one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 15 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with th
BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • May 2nd, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • New York
This Backstop and Subscription Agreement (this “Agreement”), made as of May 1, 2019 by and among Bison Capital Acquisition Corp., a British Virgin Islands business company with limited liability, which prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below), will domesticate as a Delaware corporation and, immediately thereafter will be known as “Xynomic Pharmaceuticals Holdings, Inc.” (the “Company”), and Yinglin Mark Xu (“Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and Subscriber, with respect to Subscriber’s acquisition of the Company’s ordinary shares of no par value (which will automatically convert into shares of common stock of the Company upon the Domestication as defined in the Merger Agreement, par value $0.0001 per share, the “Ordinary Shares”), for an aggregate consideration of up to Seven Million and Five Hundred Thousand One U.S. Dollars ($7,500,001), through such a
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 31st, 2017 • Bison Capital Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____ day of June, 2017, by and between Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, and EarlyBirdCapital, Inc., having its principal place of business at 366 Madison Avenue, New York, New York 10017 (the “Purchaser”)
LICENSE AGREEMENTLicense Agreement • April 4th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • New York
Boehringer Ingelheim International GmbH (“BII”), a German limited liability company, with offices at Binger Straße 173, 55216 Ingelheim am Rhein, Germany; and
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of September [—], 2018, is by and between Xynomic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule A (each a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • New York
This Amendment No. 1 to the Investment Management Trust Agreement (this “Amendment”) is made as of March 21, 2019 by and between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
EXHIBIT G to Merger Agreement FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2018, by and among Bison Capital Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement as “Xynomic Pharmaceuticals Holdings, Inc.” (the “Company”), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (the “Sponsor”), each of the undersigned parties listed under “Existing Investors” on Exhibit A hereto, each of which holds Existing Registrable Securities (collectively, with the Sponsor, the “Existing Investors”), and the undersigned parties listed under “New Investors” on Exhibit A hereto (each, a “New Investor” and collectively, with the Existing Investors, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
RIGHT AGREEMENTRight Agreement • June 26th, 2017 • Bison Capital Acquisition Corp. • Blank checks • New York
Agreement made as of June 19, 2017 between Bison Capital Acquisition Corp., a British Virgin Islands company, with offices at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China 100016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Right Agent”).
PATENT ASSIGNMENT AND LICENSING AGREEMENTPatent Assignment and Licensing Agreement • April 4th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations • New York
This Patent Assignment and Licensing Agreement (“Agreement”) is entered into on the date of last signature hereto (“Effective Date”)
INDEMNITY AGREEMENTIndemnity Agreement • May 31st, 2018 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 25, 2018, by and between BISON CAPITAL ACQUISITION CORP., a British Virgin Islands company organized with limited liability (the “Company”), and Richard Wu (“Indemnitee”).
Bison Capital Acquisition Corp.Bison Capital Acquisition Corp • May 31st, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Bison Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (“Bison Capital”), shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 609-610 21st Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China (or any successor location). In exchange therefore, the Company shall pay Bison Capital the sum of $5,0
AGREEMENT AND PLAN OF MERGER by and among XYNOMIC PHARMACEUTICALS, INC., BISON CAPITAL ACQUISITION CORP., BISON CAPITAL MERGER SUB INC., and Yinglin Mark Xu solely in his capacity as the Stockholder Representative September 12, 2018Agreement and Plan of Merger • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • Delaware
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 27th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, is entered into as of February 22, 2019 (this “Amendment”), by and among Xynomic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Bison Capital Acquisition Corp., a British Virgin Islands company limited by shares (“Parent”), Bison Capital Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), and Yinglin Mark Xu (“XU”), an individual residing in Shanghai, China, solely in his capacity as the representative for the Company Stockholders (the “Stockholder Representative”).
EXHIBIT H to Merger Agreement FORM OF ESCROW AGREEMENTMerger Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018, by and among: (i) Bison Capital Acquisition Corp., a British Virgin Islands company which, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below), will domesticate as a Delaware corporation and, immediately thereafter will be known as “Xynomic Pharmaceuticals Holdings, Inc.” (“Parent”), (ii) Yinglin Mark Xu, solely in his capacity under the Merger Agreement as the Stockholder Representative (the “Stockholder Representative”); and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
Bridge Loan AgreementBridge Loan Agreement • February 12th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations
This Agreement (the “Agreement”) is made and entered into effective as of August 15, 2017 (the “Effective Date”) by and between Xynomic Pharmaceuticals, Inc., a Wyoming corporation (“Xynomic”) and Mr. Yinglin Mark Xu (“Xu”) residing at 2842 Catalino St, San Mateo, CA 94403, US. Xynomic and Xu are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Labor Contract (Fixed term)Bison Capital Acquisition Corp. • April 4th, 2019 • Pharmaceutical preparations
Both parties have signed this contract for joint observation according to the “Labor Law of the People’s Republic of China” and “Labor Contract Law of the People’s Republic of China” and relevant laws and regulations, and on an equal, voluntary and consensus basis.
to Merger AgreementLock-Up Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2018 by and among Bison Capital Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Xynomic Pharmaceuticals Holdings, Inc.” (including any successor entity thereto, “Parent”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Non-Competition AgreementCompetition Agreement • April 15th, 2019 • Bison Capital Acquisition Corp. • Pharmaceutical preparations
NOW THEREFORE, the two parties hereto make and enter into this Agreement on the basis of voluntary, equal and consensual consultations in accordance with relevant laws and regulations of the People’s Republic of China and the place where the Company is located for joint observance.
ESCROW AGREEMENTEscrow Agreement • May 15th, 2019 • Xynomic Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2019, by and among: (i) Bison Capital Acquisition Corp., a British Virgin Islands company which, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below), will domesticate as a Delaware corporation and, immediately thereafter will be known as “Xynomic Pharmaceuticals Holdings, Inc.” (“Parent”), (ii) Yinglin Mark Xu, solely in his capacity under the Merger Agreement as the Stockholder Representative (the “Stockholder Representative”); and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
EXHIBIT K to Merger Agreement FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2018 by [●], an individual residing in [●] (the “Subject Party”), in favor of and for the benefit of Bison Capital Acquisition Corp., a British Virgin Islands company, which, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below), will domesticate as a Delaware corporation and, immediately after the consummation of the transactions contemplated by the Merger Agreement will be known as “Xynomic Pharmaceuticals Holdings, Inc.”(“Parent”), Xynomic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of Parent’s and the Company’s respective present and future successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parties”). Any capitalized term used, but not defined, in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined be
