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.
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
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).
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
EXHIBIT E to Merger Agreement FORM OF LETTER OF TRANSMITTAL INSTRUCTIONS FOR LETTER OF TRANSMITTAL FOR STOCKHOLDERS (“HOLDERS”) OF XYNOMIC PHARMACEUTICALS, INC. (THE “COMPANY”)Merger Agreement • September 13th, 2018 • Bison Capital Acquisition Corp. • Blank checks
