Exhibit
10.10


 


EXECUTION VERSION


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount:  $300,000	Dated
        as of December 20, 2016

                                                                                                                          

        New
        York, New York



 


Bison
Capital Acquisition Corp., a British Virgin Islands business company (the “Maker”), promises to pay to the order
of Bison Capital Holding Company Limited or its registered assignees or successors in interest (the “Payee”),
the principal sum of THREE HUNDRED THOUSAND ($300,000), on the terms and conditions described below. All payments
on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time
to time designate by written notice in accordance with the provisions of this Note.


 


1             Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2017, or (ii) the date on
which the Maker consummates an initial public offering of its securities (the “Maturity Date”). The principal
balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or
liabilities of the Maker hereunder.


 


2             Interest.
This Note does not carry any interest on the principal balance of this Note.


 


3             Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including but not limited to reasonable attorney’s fees and expenses, then to the payment in full of
any late charges, and finally to the reduction of the unpaid principal balance of this Note.


 


4             Events
of Default. The following shall constitute an event of default (each, an “Event of Default”):


 


(a)       Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within 5 business days
of the Maturity Date.


 


(b)       Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property,
or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as
such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.


 


(c)       Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the
Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.


 






     


     


    

 


5             Remedies.


 


(a)       Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.


 


(b)       Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases
without any action on the part of the Payee.


 


6             Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.


 


7             Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


8             Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided
in writing to such party or such other address as may be designated in writing by such party, (ii) by facsimile to the number
most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by electronic
mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated
in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of
delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by facsimile or
electronic email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service,
or (d) 5 days after mailing if sent by first class registered or certified mail.


 


9             Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.


 


10           Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


11           Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


12           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto, and any attempted assignment without the required
consent shall be void.


 


[Signature
page follows]


 






     


     


    







 


IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	BISON CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    James Jianyuan Tong
	 	 	Name:
    James Jiayuan Tong
	 	 	Title:
      Chief Executive Officer,

 Chief Financial Officer and Director


 





[Signature Page to Promissory Note]