Exhibit 10.39


 


OFFERING
DEPOSIT ACCOUNT AGENCY AGREEMENT


 


This
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this 3rd day of
November 2018, by and among APTORUM GROUP LIMITED, a Cayman Islands company (the “Company”), having
an address at 17th Floor, Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong, Boustead Securities, LLC, serving
as the representative of the underwriters (the “Representative”), having an address at 6 Venture, Suite 265,
Irvine CA 92618, and FINTECH CLEARING, LLC (the “Deposit Account Agent”), a Delaware limited liability
company and FINRA registered broker/dealer having an office at 6 Venture, Suite 265, Irvine, CA 92618. All capitalized terms not
herein defined shall have the meaning ascribed to them in that certain Prospectus, contained in a registration statement on Form
F-1 filed by the Company with the Securities and Exchange Commission, including all attachments, schedules and exhibits thereto,
as amended from time to time (the “Prospectus”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the terms of the Prospectus, the Company desires to sell (the “Offering”) a minimum of $10,000,000
(the “Minimum Amount”) and a maximum of $30,000,000 (the “Maximum Amount”) of its Class
A ordinary shares (the “Shares”). Each Share is being sold at a price of $14.50 - $16.50 per Share, with a
minimum investment of 100 Shares (which minimum investment may be waived by Company); and


 


WHEREAS,
unless the Minimum Amount is sold by 180 days from the effective date (the “Effective Date”) of the Prospectus
(and for a period of up to 45 additional days if extended by agreement of the Company and the Underwriter) (the “Termination
Date”), unless extended by an Extension Notice (defined below in Section 2(b), the Offering shall terminate and all
funds shall be returned to the subscribers in the Offering. If the Minimum Amount is met, the Offering may continue, and one or
more closings may be conducted on or prior to the Termination Date (including any extension thereof); and


  


WHEREAS,
the Company and Representative desire to establish a Deposit Account with the Deposit Account Agent into which the Company and
Representative shall instruct all the subscribers (the “Investors”) to arrange wire transfers for the payment
of money made payable to the order of “Fintech Clearing as Agent for the Investors in APTORUM GROUP LIMITED,” and
Deposit Account Agent is willing to accept the wire transfers for the payment of money in accordance with the terms hereinafter
set forth; and


 


WHEREAS,
the Company, as issuer, and Representative, as an introducing broker-dealer, represent and warrant to the Deposit Account Agent
that they will comply with all of their respective obligations under applicable state and federal securities laws and regulations
with respect to sale of the Offering; and


 


WHEREAS,
the Company and Representative represent and warrant to the Deposit Account Agent that they have not stated to any individual
or entity that the Deposit Account Agent’s duties will include anything other than those duties stated in this Agreement;
and


 


WHEREAS,
the Company and Representative warrant to the Deposit Account Agent that a copy of each document that has been delivered to Investors
and third parties that include Deposit Account Agent’s name and duties, has been attached hereto as Schedule I.


 


NOW,
THEREFORE, IT IS AGREED as follows:


 


1. Delivery
of Escrow Funds.


 


(a)
 Representative and the Company shall instruct Investors to make wire transfer to Fintech
Clearing, 6 Venture, Suite 265, Irvine, CA 92618, ABA No. 122242869 for credit to Fintech Clearing as Agent for the Investors
in APTORUM GROUP LIMITED, Account No. _____________, in each case, with the name and address of the individual or entity making
payment. In the event any Investor’s address is not provided to Deposit Account Agent by the Investor, then Representative
and/or the Company agree to promptly provide Deposit Account Agent with such information in writing. The wire transfers shall
be deposited into a non interest-bearing account at Pacific Mercantile Bank entitled “Fintech Clearing as Agent for the
Investors in APTORUM GROUP LIMITED” (the “Deposit Account”).


 






     


     


    




 


(b) The
collected funds deposited into the Deposit Account are referred to as the “Escrow Funds.”


 


(c) No
payments may be made by check in connection with Escrow Funds and the Deposit Account Agent shall have no duty or responsibility
to enforce the collection or demand payment of any funds deposited into the Deposit Account. Any check received by the Deposit
Account Agent shall be to returned to the Investor and the Deposit Account Agent shall advise the Company and Representative promptly.


  


2. Release
of Escrow Funds. The Escrow Funds shall be paid by the Deposit Account Agent in accordance with the following:


 


(a) In
the event that the Company and Representative advise the Deposit Account Agent in writing that the Offering has been terminated
(the “Termination Notice”), the Deposit Account Agent shall promptly return the funds paid by each Investor
to said Investor without interest or offset.


 


(b)
If prior to 3:00 P.M. Eastern time on the Termination Date, the Deposit Account Agent receives written notice, in the form
of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Representative, stating that the Termination
Date has been extended for an additional 45 days (the “Extension Notice”), then the Termination Date shall
be so extended. 


 


(c)
 Reserved.


 


(d) Provided
that the Deposit Account Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum
Amount deposited into the Deposit Account on or prior to later of the Termination Date or the date stated in the Extension Notice,
if any, received by the Deposit Account Agent in accordance with Section 2(b) above, the Deposit Account Agent shall, upon receipt
of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory
to the Deposit Account Agent, received from the Company and Representative, pay the Escrow Funds in accordance with such written
instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.
Such instructions must be received by the Deposit Account Agent no later than 3:00 PM Eastern Time on a Banking Day for the Deposit
Account Agent to process such instructions that Banking Day.


 


(e) If
by 3:00 P.M. Eastern time on the later of the Termination Date or the date stated in the Extension Notice, if any, that the Deposit
Account Agent has received in accordance with Section 2(b) above, the Deposit Account Agent has not received written instructions
from the Company and Representative regarding the disbursement of the Escrow Funds or the total amount of the Escrow Funds is
less than the Minimum Amount, then the Deposit Account Agent shall promptly return the Escrow Funds to the Investors without interest
or offset. The Escrow Funds returned to each Investor shall be free and clear of any and all claims of the Deposit Account Agent.


 


(f) The
Deposit Account Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(g) If
the Termination Date (including any extension thereof) or any date that is a deadline under this Agreement for giving the Deposit
Account Agent notice or instructions or for the Deposit Account Agent to take action is not a Banking Day, then such date shall
be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday,
Sunday or a day that a New York State chartered bank is not legally obligated to be opened.


 






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3. Acceptance
by Deposit Account Agent. The Deposit Account Agent hereby accepts and agrees to perform its obligations hereunder, provided
that:


 


(a) The
Deposit Account Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who
has been designated by Representative or the Company to give any written instructions, notice or receipt, or make any statements
in connection with the provisions hereof has been duly authorized to do so. Deposit Account Agent shall have no duty to make inquiry
as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions.
The names and true signatures of each individual authorized to act singly on behalf of the Company and Representative are stated
in Schedule II, which is attached hereto and made a part hereof. The Company and Representative may each remove or add
one or more of its authorized signers stated on Schedule II by notifying the Deposit Account Agent of such change in accordance
with this Agreement, which notice shall include the true signature for any new authorized signatories.


 


(b) The
Deposit Account Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith.
The Deposit Account Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions
of any kind, unless caused by its willful misconduct or gross negligence.


 


(c) Representative
and the Company agree to indemnify and hold the Deposit Account Agent harmless from and against any and all claims, losses, costs,
liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed
against or incurred by Deposit Account Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless
caused by the Deposit Account Agent’s gross negligence or willful misconduct.


 


(d) In
the event that the Deposit Account Agent shall be uncertain as to its duties or rights hereunder, the Deposit Account Agent shall
be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise
by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(e) The
Deposit Account Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other
than Deposit Account Agent’s obligations hereunder, and the Deposit Account Agent shall not be required to make a request
that any monies be delivered to the Deposit Account, it being agreed that the sole duties and responsibilities of the Deposit
Account Agent shall be to the extent not prohibited by applicable law (i) to accept wire transfers delivered to the Deposit Account
Agent for the Deposit Account and deposit said wire transfers into the non-interest bearing Deposit Account, and (ii) to disburse
or refrain from disbursing the Escrow Funds as stated above.





 


4. Deposit
Account Statements and Information. The Deposit Account Agent agrees to send to the Company and/or the Representative a copy
of the Deposit Account periodic statement, upon request in accordance with the Deposit Account Agent’s regular practices
for providing account statements to its non-escrow clients and to also provide the Company and/or Representative, or their designee,
upon request other deposit account information, including Deposit Account balances, by telephone or by computer communication,
to the extent practicable. The Company and Representative agree to complete and sign all forms or agreements required by the Deposit
Account Agent for that purpose. The Company and Representative each consent to the Deposit Account Agent’s release of such
Deposit Account information to any of the individuals designated by Company or Representative, which designation has been signed
in accordance with Section 3(a) by any of the persons in Schedule II.  Further, the Company and Representative have
an option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested
and subsequently approved by the Deposit Account Agent, the Company and Representative agrees to provide a valid e-mail address
and other information necessary to set-up this service and sign all forms and agreements required for such service. The Company
and Representative each consents to the Deposit Account Agent’s release of wire transfer information to the designated e-mail
address(es). The Deposit Account Agent’s liability for failure to comply with this section shall not exceed the cost of
providing such information.


 






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5. Resignation
and Termination of the Deposit Account Agent. The Deposit Account Agent may resign at any time by giving 30 days’ prior
written notice of such resignation to Representative and the Company. Upon providing such notice, the Deposit Account Agent shall
have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such 30-day
period. In such event, the Deposit Account Agent shall not take any action, other than receiving and depositing Investors wire
transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or
other person as successor. Upon receipt of such written designation signed by Representative and the Company, the Deposit Account
Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If
such instructions are not received within 30 days following the effective date of such resignation, then the Deposit Account Agent
may deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the
appointment of a successor. In either case provided for in this Section, the Deposit Account Agent shall be relieved of all further
obligations and released from all liability thereafter arising with respect to the Escrow Funds.


 


6. Termination.
Except as otherwise specifically provided herein, this Agreement shall terminate on the later of the final closing date of the
Offering or the Termination Date, as applicable (except with respect to provisions hereof which are specially intended to survive
such termination). The Company and Representative may terminate the appointment of the Deposit Account Agent hereunder upon written
notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of
such notice. In the event of such termination, the Company and Representative shall, within 30 days of such notice, appoint a
successor Deposit Account Agent and the Deposit Account Agent shall, upon receipt of written instructions signed by the Company
and Representative, turn over to such successor Deposit Account Agent all of the Escrow Funds; provided, however,
that if the Company and Representative fail to appoint a successor Deposit Account Agent within such 30-day period, such termination
notice shall be null and void and the Deposit Account Agent shall continue to be bound by all of the provisions hereof. Upon receipt
of the Escrow Funds, the successor Deposit Account Agent shall become the Deposit Account Agent hereunder and shall be bound by
all of the provisions hereof and Deposit Account Agent shall be relieved of all further obligations and released from all liability
thereafter arising with respect to the Escrow Funds and under this Agreement.


 


7. Investment.
All funds received by the Deposit Account Agent shall be held only in non-interest bearing bank accounts at Pacific Mercantile
Bank.


 


8. Compensation.
Deposit Account Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,500.00, which fee shall
be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Deposit Account
Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Deposit Account, including
reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the
resignation or termination of the Deposit Account Agent shall affect the right of Deposit Account Agent to retain the amount of
any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective
date of any such modification, cancellation, termination, resignation or rescission. To the extent the Deposit Account Agent has
incurred any such expenses, or any such fee becomes due, prior to any closing, the Deposit Account Agent shall advise the Company
and the Company shall direct all such amounts to be paid directly at any such closing.


 


9. Notices.
All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized
overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If
to Representative:


 


Boustead
Securities, LLC


6
Venture, Suite 265,


Irvine
CA 92618


Attention:
Keith Moore, CEO


Email:
keith@boustead1828.com


Fax:
+1 815 301 8099


 






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With
a copy to:


 


Elizabeth
F. Chen, Esq.


Pryor
Cashman LLP


7
Times Square


New
York, NY 10036


Email:
EChen@PRYORCASHMAN.com


 


If
to the Company:


Aptorum
Group Limited


17th
Floor, Guangdong Investment Tower


148
Connaught Road Central


Hong
Kong


Telephone:
+852 2117 6611


Attention:
Darren Lui (President) & Sabrina Khan (CFO)


Email:
    darren.lui@aptorumgroup.com





sabrina.khan@aptorumgroup.com


 


With
a copy to:


Louis
Taubman, Esq.


Arila
Er Zhou, Esq.


Hunter
Taubman Fischer & Li LLC


1450
Broadway, 26th Floor


New
York, NY 10018


Email:
ltaubman@htflawyers.com


 


If
to Deposit Account Agent:


Fintech
Clearing, LLC


6
Venture, Suite 265,


Irvine,
CA 92618


Attention:
Brian Park, President


Email:
brian@fintechclearing.com


Fax:
(310) 504-3704


 


10. General.


 


(a) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. EACH OF THE PARTIES HERETO
HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.


 


(b) This
Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes
all prior agreements, arrangements and understandings relating thereto.


 


(c) All
of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties
hereto, as well as their respective successors and assigns.


 






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(d) This
Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a
written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of
any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time
to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of
any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party
may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.











 


(e) If
any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining
provisions.


 


(f) This
Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments
and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


11. Form
of Signature. The parties hereto agree to accept a facsimile or email transmission copy of their respective actual signatures
as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided,
however, that each party who produces a facsimile or email signature agrees, by the express terms hereof, to place, promptly
after transmission of his or her signature by fax or email, a true and correct original copy of his or her signature in overnight
mail to the address of the other party.


 


12. No
Third-Party Beneficiaries.  This Agreement is solely for the benefit of the parties and their respective successors
and permitted assigns, and no other person has any right, benefit, priority, or interest under or because of the existence of
this Agreement.


 


[SIGNATURES
FOLLOW ON THE NEXT PAGE]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.


 


 


	Aptorum
    Group Limited	 	Boustead
    Securities, LLC
	 	 	 	 	 
	By:	 /s/
    Ian Huen	 	By:	 /s/
    Keith Moore
	Name:	 Ian Huen	 	Name:   	Keith Moore
	Title:  	CEO	 	Title:   	CEO
	 	 	 	 	 
	FINTECH
    CLEARING, LLC	 	 	 
	 	 	 	 	 
	By:	 /s/
    Brian Park	 	 	 
	Name:	Brian Park	 	 	 
	Title:	President	 	 	 





 




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Schedule
I


 


OFFERING
DOCUMENTS


 


 


As
attached.


 






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Schedule
II





 


The
Deposit Account Agent is authorized to accept instructions signed or believed by the Deposit Account Agent to be signed by any
one of the following on behalf of the Company and Representative.








 





Aptorum Group Limited


 


	 	Name	 	True Signature	 
	 	 	 	 	 
	 	 	 	 	 
	 		 		 


 


Boustead Securities, LLC


 


	 	Name	 	True Signature	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






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Exhibit
A


 


EXTENSION
NOTICE


 


Date:


 


Fintech
Clearing, LLC


[address
of financial center]


______________


Attention:
[name & title of Group Director]


 


Dear
_________:


 


In
accordance with the terms of Section 2(b) of an Offering Deposit Account Agency Agreement dated ___ _______, by and among [insert
Company’s full legal name] (the “Company”), [insert Representative’s full legal name] (“Representative”),
and Fintech Clearing, LLC (the “Deposit Account Agent”), the Company and Representative hereby notifies the Deposit
Account Agent that the Termination Date has been extended to __________ __, 20__.


 


Very
truly yours,


 


[insert
Company’s full legal name]


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 





[insert
Representative’s full legal name]


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 







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Exhibit
B


 


FORM
OF ESCROW RELEASE NOTICE


 


Date:


 


Fintech
Clearing, LLC


[address
of financial center]


______________


Attention:
[name & title of Group Director]


 


Dear
_________:


 


In
accordance with the terms of Section 2(d) of an Offering Deposit Account Agency Agreement dated as of ________ __, 20__ (the “Deposit
Account Agreement”), by and between ____________ (the “Company”), Fintech Clearing, LLC (the “Deposit Account
Agent”) and __________. (“Representative”), the Company and Representative hereby notify the Deposit Account Agent
that the ________ closing will be held on ___________ for gross proceeds of $_________.





 


PLEASE
DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):





 


________________________:$


 


________________________:$


 


________________________:$





 


Very
truly yours,


 


[insert
Company’s full legal name]


 





	By:	 	 
	Name:	 	 
	Title:	 	 










 


[insert
Representative’s full legal name]


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 









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