UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2018 • Avalon Globocare Corp. • Services-management consulting services • New York
Introduction. This underwriting agreement (this “Agreement”) constitutes the agreement between Avalon GloboCare Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of its Offered Securities (as defined below).
COMMON STOCK PURCHASE WARRANT Avalon GloboCare Corp.Avalon Globocare Corp. • August 7th, 2018 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Boustead Securities, LLC, the registered holder hereof or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________ __, 2018, (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the issuance of the Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalon GloboCare Corp., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Strategic Partnership AgreementStrategic Partnership Agreement • August 7th, 2018 • Avalon Globocare Corp. • Services-management consulting services
This Agreement aims to establish a strategic partnership between Party A and Party B to: 1) co-develop technologies and standardization procedures in cellular therapy, including (but not limited to) CAR-T, CAR-NK, endothelial cells, stem cells, and exosomes; and 2) establish a biomedical research training program, sponsored by Avalon GloboCare Corp. under the supervision and guidance of Dr. Yen-Michael S. Hsu at Weill Cornell Medicine, Department of Pathology and Laboratory Medicine, to support qualified trainees from Lu Daopei Medical Group and affiliated hospitals, which are Avalon GloboCare’s clinical bases in China; the scope of this education fund includes (but not limited to): (i) exchange of scientific knowledge in the area of cellular therapy, (ii) promote innovative translational research related to cellular therapy, and (iii) joint publications.
Loan Extension AgreementLoan Extension Agreement • August 7th, 2018 • Avalon Globocare Corp. • Services-management consulting services
Whereas the loan agreement executed by and between both Parties on Apr. 19, 2017 in respect of USD Two Million and One Hundred Thousand ($2,100,000) has expired, and Party B has in accordance with the agreement repaid the principle totaling USD One Million and One Hundred Thousand ($1,100,000) in Apr. 2018 and the interest of the loan as provided for in the original contract in the amount of $175,095.89 as of Mar. 31, 2018, both Parties hereby based on the principles of equality, voluntariness and good faith enter into this contract through negotiation with respect, and agreed that the extension agreement(Original Agreement) signed by the two parties on May 3, 2018 shall be replaced by this agreement, the Original Agreement shall be invalid. As the extension of the terms for the repayment of the remaining principal for mutual compliance:
