Exhibit 10.5


 


EXECUTION VERSION


 


BISON
CAPITAL ACQUISITION CORP. 


609-610
21st Century Tower


No.
40 Liangmaqiao Road


Chaoyang
District, Beijing, China


 


December
20, 2016


 





Bison
Capital Holding Company Limited


609-610
21st Century Tower


No.
40 Liangmaqiao Road


Chaoyang
District, Beijing, China







 


RE:     Securities
Purchase Agreement


 


Ladies
and Gentlemen:


 


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:


 


1.       Purchase
of Shares. For the aggregate sum of $18,513.00, which the Company acknowledges having already received in cash, the Company
hereby sells and issues to the Subscriber, and the Subscriber hereby purchases from the Company the Shares, for a purchase price
of approximately $0.0174 per Share, on the terms and subject to the conditions set forth in this agreement (this “Agreement”).
Concurrently with the Subscriber’s execution of this Agreement, the Company is delivering to the Subscriber certificate(s)
registered in the Subscriber’s name representing the Shares, receipt of which the Subscriber hereby acknowledges.


 


2.       Representations,
Warranties and Agreements.


 


2.1.       Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1.       No
Government Recommendation or Approval. The Subscriber understands that no United States federal or state agency or similar
agency of any other country has passed upon or made any recommendation or endorsement of the offering of the Shares.


 


2.1.2.       No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the provisions of the organizational documents
of such Subscriber, if any, (ii) any agreement, indenture or instrument to which such Subscriber is a party, or (iii) any law,
statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which such Subscriber
is subject.


 


2.1.3.       Organization
and Authority. Upon execution and delivery by the Subscriber, this Agreement is a legal, valid and binding agreement of such
Subscriber, enforceable against such Subscriber in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 






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2.1.4.       Experience,
Financial Capability and Suitability. Each Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of his or her investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933 and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber
has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that
he or she is capable of evaluating the merits and risks of his or her investment in the Company and has the capacity to protect
his or her own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to:
(i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect
to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of
Subscriber’s investment in the Shares.


 


2.1.5.       Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation
and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any
information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on
any other representations or information in making its investment decision, whether written or oral, relating to the Company,
its operations and/or its prospects.


 


2.1.6.       Private
Offering. The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private
placement exemption pursuant to Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder.


 


2.1.7.       Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof and
the Subscriber has no present arrangement to sell the interest in the Shares to or through any person or entity. The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502 under the Securities Act.


 


2.1.8.       Restrictions
on Transfer; Shell Company; Affiliate Status. The Subscriber understands the Shares are being offered in a transaction not
involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates
representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any
transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company,
Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial
business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver
of any contractual transfer restrictions. Such Subscriber (a) acknowledges that after the issuance of the Shares, such Subscriber
may be deemed an “affiliate” of the Company under the Securities Act, (b) acknowledges understanding the additional
restrictions under the Securities Act applicable to affiliate of the Company, and (c) acknowledges that it had a full and fair
opportunity and the means to obtain United States securities counsel and discuss such restrictions prior to entering into this
Agreement.


 






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2.1.9.        No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.1.10.       Trading
Activities. In the event that the Ordinary Shares are listed on a stock exchange, the Subscriber’s trading activities,
if any, with respect to the Shares will be in compliance with all applicable state and federal securities laws, rules and regulations,
and the rules and regulations of such stock exchange.


 


2.1.11.       Bad
Actor. Such Subscriber is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3) under the Securities Act. The Subscriber has exercised reasonable care to determine whether he, she
or it is subject to a Disqualification Event. The purchase of the Shares will not subject the Company to any Disqualification
Event. There are no matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred
before September 23, 2013.


 


2.1.12.       No
Legal Advice from Company. The Subscriber acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and
investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other
agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.1.13.      
Reliance on Representations and Warranties. The Subscriber understands the Shares are being offered and sold to it in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such
provisions.


 


2.1.14.       No
General Solicitation or General Advertising; No Directed Selling Efforts. The Subscriber is not aware of any form of general
solicitation or general advertising (within the meaning of Regulation D) in respect of the Shares, including (1) any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television, radio,
or the internet; and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


 


2.2.       Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1.       Organization
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws
of the British Virgin Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2.       No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (1) the memorandum and articles of association
of the Company, (2) any agreement, indenture or instrument to which the Company is a party, or (3) any law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject. Other
than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the IPO, and
any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law,
rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Shares in
accordance with the terms hereof.


 






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2.2.3.       Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i)
transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and
state securities laws, and (iii) liens, claims or encumbrances imposed due to the action of the Subscriber.


 


2.2.4.       Enforcement.
This Agreement constitutes, and upon the execution and delivery thereof, valid and binding obligations of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy.


 


2.2.5.       No
Registration. Assuming the accuracy of the representations and warranties of the Subscriber contained in this Agreement, the
issuance and sale of the Shares pursuant to this Agreement is exempt from registration requirements of the Securities Act, and
neither the Company nor, to the knowledge of the Company, any authorized representative acting on its behalf, has taken or will
take any action hereafter that would cause the loss of such exemption.


 


2.2.6.       No
Integration. Neither the Company nor any of its affiliates have, directly or indirectly through any agent, sold, offered for
sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities
Act) that is or will be integrated with the sale of the Shares in a manner that would require registration under the Securities
Act.


 


2.2.7.       No
General Solicitation or General Advertising. Neither the Company nor any person acting on behalf of the Company has offered
or sold any of the Shares by any form of general solicitation or general advertising (within the meaning of Regulation D promulgated
under the Securities Act) including (1) any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television, radio, or the internet; and (2) any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising; nor has it seen or been aware of any activity that, to its
knowledge, constitutes general solicitation or general advertising.


 


3.       Forfeiture
of Shares.


 


3.1.       Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Subscriber
shall forfeit any and all rights to up to 139,500 Shares (based upon the percentage of the Over-allotment Option not exercised)
such that immediately following such Forfeiture, the Subscriber and all other initial shareholders prior to the IPO will own an
aggregate number of Ordinary Shares (not including Ordinary Shares or Ordinary Shares issuable upon exercise of any warrants in
each case purchased by the Subscriber and the other initial shareholders in the Company’s pre-IPO placements or IPO or in
the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO. The
amount of Ordinary Shares to be forfeited shall be pro rata among the Subscriber and the other initial shareholders subject to
forfeiture on the basis of the total number of Ordinary Shares held by each of the Subscriber and each other initial shareholders
subject to forfeiture (not including Ordinary Shares or Ordinary Shares issuable upon exercise of any warrants in each case purchased
by the Subscriber and the other initial shareholders in the Company’s pre-IPO placements or IPO or in the aftermarket).


 






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3.2.       Termination
of Rights as Shareholder. If any of the Shares are forfeited by the Subscriber in accordance with this Section 3, then after
such time, the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company
shall take such action as is appropriate to cancel such Shares which may include by way of the compulsory redemption or surrender
and cancellation of such Shares for nil consideration. In addition, the Subscriber hereby irrevocably grants the Company a limited
power of attorney for the purpose of effectuating the foregoing and agrees to take any and all action reasonably requested by
the Company necessary to effect any adjustment in this Section 3 (including any such redemption as is referred to herein above).


 


4.       Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement and, subject
to the below, any other Company securities purchased on a private placement basis, the Subscriber hereby waives any and all right,
title, interest or claim of any kind in or to any distributions by the Company from the Trust Account (as such term is defined
in the Investment Management Trust Agreement to be entered by and between the Company and the trustee thereunder), in the event
of a liquidation of the Company upon the Company’s failure to timely complete a business combination. For purposes of clarity,
in the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive their pro rata portion of any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any Shares, or any other Company securities purchased on a private placement basis, or any Ordinary Shares
purchased in the IPO or in the aftermarket, for funds held in the Trust Account upon the successful completion of a business combination.


 


5.       Restrictions
on Transfer.


 


5.1.       Securities
Law Restrictions. In addition to any restrictions to be contained in the Share Escrow Agreement (as defined in Section 5.4
below), the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares
unless, prior thereto (i) a registration statement on the appropriate form under the Securities Act and applicable state securities
laws with respect to the Shares proposed to be transferred shall then be effective, or (ii) that an exemption from registration
is available under the Securities Act and the rules promulgated by the Commission thereunder and is in compliance with all applicable
state securities laws.


 


5.2.       Restrictive
Legends. Unless counsel otherwise advises, all certificates representing the Shares shall have endorsed thereon legends substantially
as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS,
AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER
AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHARE ESCROW AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE SHARE ESCROW AGREEMENT, EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF.”


 






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5.3.       Additional
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding capital stock without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject
to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject
to this Section 5.


 


5.4.       Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Share Escrow Agreement to be entered into by and among the Company, the Subscriber and an escrow agent acceptable to the
Company (the “Share Escrow Agreement”). Pursuant to the Share Escrow Agreement, the Subscriber shall not sell,
transfer, pledge, hypothecate or otherwise dispose 50% or more of his or her respective Shares until the earlier of one year after
the date of the consummation of the Company’s initial business combination (the “Consummation Date”)
and the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing following
the Consummation Date, subject to certain exceptions set forth in the Share Escrow Agreement. In addition, the Subscriber shall
not sell, transfer, pledge, hypothecate or otherwise dispose of any or all of the remaining 50% of the Shares until one year after
the Consummation Date, subject to certain exceptions set forth in the Share Escrow Agreement.


 


5.5.       Registration
Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after they are registered pursuant to a Registration Rights Agreement
to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”) (subject
to any restriction set forth in Section 5.4 above). The Subscriber is entitled to make such number of demands that the Company
registers the Shares pursuant to the terms and restrictions as set forth in the Registration Rights Agreement.


 


6.       Other
Agreements.


 


6.1.       Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2.       No
Obligation as to Employment. The Company is not by reason of this Agreement obligated to employ, or continue to employ, the
Subscriber in any capacity.


 


6.3.       Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s
address set forth on the first page of this Agreement or to such other address as a party may designate by notice hereunder, and
shall be either (1) delivered by hand, (2) sent by overnight courier, (3) sent via facsimile, or (4) sent by certified mail, return
receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have
been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set
forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier
service, (iii) if sent via facsimile, when receipt is acknowledged, or (iv) if sent by certified mail, on the (5th)
business day following the day such mailing is made.


 


6.4.       Entire
Agreement. This Agreement, together with the Share Escrow Agreement and the Letter Agreement between the Subscriber and the
Company, to be entered into prior to the date of the preliminary prospectus in connection with the IPO, substantially in the form
to be filed as an exhibit to the Company’s registration statement on Form S-1, embodies the entire agreement and understanding
between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.


 






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6.5.       Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.6.       Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it
was given, and shall not constitute a continuing waiver or consent.


 


6.7.       Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.8.       Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.9.       Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of the British Virgin Islands for agreements made and to be wholly performed within such country.


 


6.10.     Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.11.      No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other
or further action in any circumstances without such notice or demand.


 


6.12.       Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.13.       No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as
to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim
or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 






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6.14.       Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.15.       Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or
“.pdf” signature page were an original thereof.


 


7.       Voting
and Tender of Shares. The Subscriber agrees to vote the Shares as well as any Ordinary Shares acquired in the IPO or the aftermarket
in favor of a business combination that the Company negotiates and presents for approval to the Company’s shareholders and
shall not seek redemption with respect to the Shares. Additionally, the Subscriber agrees not to tender any Share in connection
with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated
by the Company.


 


8.       Indemnification.
Each party shall indemnify the other and the underwriter of the IPO against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in
this Agreement.


 


9.       Disclosure.
The Subscriber agrees not to disclose information about this Agreement and the transactions contemplated hereby until and to the
extent the Company publicly discloses such information.


 


10.     Fees.
Each party hereto shall be responsible for its own internal costs and legal, accounting and other professional fees incurred in
connection with the negotiation, preparation and execution of this Agreement.


 


[Signature
Page Follows]


 




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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this agreement and return
it to us.


 


Accepted
and agreed this


December
20, 2016


 


	 	Very
    truly yours,
	 	 
	 	BISON
    CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    James Jiayuan Tong
	 	Name: 	James
    Jiayuan Tong
	 	Title:	Chief
    Executive Officer, Chief Financial Officer and Director


  


[Signature
Page to Insider Shares Purchase Agreement-the Company]


 




     


     


    

 


Accepted
and agreed to this


December
20, 2016


 





BISON CAPITAL HOLDING COMPANY LIMITED




 


	By:	/s/
    Peixin Xu	 
	Name: 	Peixin Xu	 
	Title:	Director	 


 


 


[Signature Page to Insider Shares Purchase Agreement-Bison Capital]