Exhibit 10.1


 


Execution
Version


 


XyNOMIC
PHARMACUTICALS HOLDINGS, INC.


 


AMENDED
AND RESTAED 


 


SECURITIES
PURCHASE AGREEMENT


 


This
Amended and Restated SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August
30, 2019, by and between Xynomic Pharmaceuticals
Holdings, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed
hereto (each an “Investor” and collectively the “Investors”).


 


WHEREAS,
on July 10, 2019, the Company and the Investors entered into certain Securities Purchase Agreement (the “Origianl Agreement”)
pursuant to which the Company has agreed to sell and issue to the Investors, upon the terms and conditions stated in this Agreement,
in the aggregate a
minimum of USD$5,000,000 (the “Minimum Amount”) and a maximum of USD$15,000,000 (the
“Maximum Amount”) of units (the “Units”) of the Company,
at a purchase price of USD$3.80 per
Unit (subject
to adjustment). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common
Stock”) and one half warrant (the “Warrant”). Each Whole Warrant can be exchanged to purchase one share of the
Company Stock at $7.00 per share and shall expire in three years of the issuance, and have the rights and preference set forth
in the form of Warrant (the “Form of Warrant”) attached hereto as Exhibit A, upon the terms and conditions set forth
in this Agreement;


 


WHEREAS,
the Units, the shares included in the Units (the “Unit Shares”), the Warrants and
the shares of Common Stock underlying the Warrant (the “Warrant Shares”) issued or issuable pursuant to this Agreement
are together referred to herein as the “Securities”;


 


WHEREAS,
on July 15, 2019, the Hearings Panel at NASDAQ denied the Company’s request for continued listing on NASDAQ;


 


WHEREAS,
the Warrant is detachable from the Shares and both the Warrant and Shares are currently traded on the over-the-counter markets;


 


WHEREAS,
the Company is currently contemplating an underwritten public offering to sell additional securities;


 


WHEREAS,
in connection with the Investors’ purchase of the Securities, the Investors have agreed to enter into a lock-up agreement
(the “Form of Lock-up Agreement”) with the Company as Exhibit B; upon the terms and conditions set forth in this Agreement;
and


 


WHEREAS,
the parties hereto desire to amend and restate the Original Agreement in its entirety pursuant to this Agreement.


 






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NOW,
THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree to the sale and purchase of the Securities as set forth herein.


 


1.
Definitions.


 


For
purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.


 





“1933
Act” means the Securities Act of 1933, as amended.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended.


 


“Affiliate”
shall mean, with respect to any specified Person, (i) if such Person is an individual, the spouse, heirs, executors, or legal
representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or
lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall
mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies
of a Person, whether through the ownership of voting securities or by contract or other written instrument.


 


“Blue
Sky Application” is defined in Section 5.4(a) hereto.


 


“Business
Day” shall mean any day on which banks located in New York, New York and
Hong Kong are not required or authorized by law to remain closed.


 


“Closing”
and “Closing Date” are defined in Section 2.2(c).


 


“Company’s
knowledge” means the knowledge of that each of the executive officers and directors (as defined in Rule 405 under the 1933
Act) of the Company, and the knowledge that each such person would have reasonably obtained after making due and appropriate inquiry.


 


“First
Closing” and “First Closing Date” are defined in Section 2.2(a).


 


“Liens”
means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction
on use or transfer or other defect of title of any kind.


 


“Lock-Up
Release Date” means the date on which the Lock-Up Period (as defined in the applicable Lock-Up Agreement) under the applicable
Lock-Up Agreement has ended for all Registrable Securities to which it applies.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company to
perform its obligations under the Transaction Documents, or (iii) the legality, validity or enforceability of any Transaction
Documents.


 


“Person”
shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.


 


“Piggyback
Registration” is defined in Section 5.2 hereto.


 


“Purchase
Price” shall mean the per Unit purchase price of USD$3.80 and the aggregate purchase price of up to USD$15,000,000.


 


“Registrable
Securities” shall mean the Unit Shares, Warrant Shares and the Warrants; provided, however, that a security shall cease
to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 or Regulation S under the 1933 Act,
or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144 or Regulation S without volume limitations.


 




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“Registration
Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Regulation
D” is defined in Section 3.7 hereto.


 


“Regulation
S” means Regulation S under the 1933 Act, as amended (or a successor rule).


 


“Rule
144” is defined in Section 6.1(a)(C) hereto.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities”
is defined in the recitals above.


 


“Subsequent
Closing” and “Subsequent Closing Date” are defined in Section 2.2(b).


 


“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


 


“Transaction
Documents” shall mean this Agreement, the Form of
Warrants,
and the Lock-up Agreement, the exhibits, schedules, appendices and any other documents or agreements executed in connection with
the transactions contemplated hereunder.


 


“Transfer”
shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest
or other disposition, or to make or effect any of the above.


 


“Underwriter”
is defined in Section 5.2 hereto.


 


“Underwriting
Documents” shall mean an underwriting agreement in customary form and all other agreements and other documents reasonably
requested by an underwriter in connection with an underwritten public offering of equity securities (including, without limitation,
questionnaires, powers of attorney, indemnities, custody agreements and lock-up agreements).


 


2.
Sale and Purchase of Units.


 


2.1
Subscription for Units by
Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) each of the Investors
shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Units,
in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase Price.


 


2.2
Closings.


 


(a)
First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each
Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such
number of Units set
forth on the signature pages attached hereto provided that that Investors shall subscribe in an aggregate no less than the
Minimum Amount of Units (the “First Closing”). The date of the First Closing is hereinafter referred to as the
“First Closing Date.” Notwithstanding anything to the contrary in this Agreement, the Company has sole discretion
to waive the requirement of the Minimum Amount and proceed with the First Closing. If the First Closing does not occur within
6 months after the date of this Agreement, unless the applicable Investor and the Company have agreed upon a later First
Closing Date, with respect to the applicable Investor and the Company, this Agreement shall terminate automatically at the
end of such a 6-month period.


 






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(b)
Subsequent Closing(s). In the event that the Maximum Amount of Units has not been sold in the First Closing, the Company reserves
the right to issue and sell Units to other investors (a “Subsequent Closing”). There may be more than one Subsequent
Closing; provided, however that the final Subsequent Closing shall take place no later than September 30, 2019, provided that,
in the event that the relevant SAFE registration as specified in Section 7.6 herein below has not been completed by September
30. 2019, the Subsequent Closing for the relevant Chinese Investor will be automatically postponed for a further three months
and, provided further that, unless the Company and the relevant Chinese Investor agree otherwise, this Agreement will be terminated
automatically with no liabilities on the Company and the relevant Chinese Investor if SAFE registration have not been obtained
by December 31, 2019. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Notwithstanding the foregoing, the aggregate maximum number of Units to
be sold at the First Closing and all Subsequent Closings shall be 3,947,368 Units.


 


(c)
Closing. The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “Closing.”
The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.” All
Closings shall occur no later than Septebmer 30, 2019 unless otherwise extended by the Company and the Investor for the purpose
of the completion of SAFE registration, at the offices of Hunter Taubman Fischer & Li LLC,
counsel to the Company, at 1450 Broadway, 26th
Floor, New York, New York 10018, or
remotely via the exchange of documents and signatures.


 


2.3
Closing Deliveries. At each Closing, the Company shall deliver to the Investors, against delivery by each Investor of the Purchase
Price (as provided below), duly issued Form of Warrants representing
the Warrants and certificate representing the Unit Shares. At each Closing, each Investor shall deliver or cause to be delivered
to the Company the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars by
wire transfer to the following bank account:


 


	 	Acct. Name: Xynomic Pharmaceuticals Holdings, Inc. 
	 	Benficiary Bank: Customers Bank
	 	Beneficiary
                                         Bank Address:

        

        

        
	99
                                         Bridge Street 

Phoneville,
        PA 19460

	 	Routing Number: 031302971
	 	International Swift: CUESUS33
	 	Acct
    Number: 7176602	 


 


3.
Representations, Warranties and Acknowledgments of the Investors.


 


Each
Investor severally and not jointly represents and warrants to the Company solely as to such Investor that:


 


3.1
Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is
a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable
against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 




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3.2
Purchase Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act, without prejudice, however, to such Investor’s right at all times to sell or otherwise
dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained
herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor
is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to
be so registered.


 


3.3
Investment Experience. Such Investor acknowledges that the purchase of the Units
is a speculative investment and that it can bear the
economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.


 


3.4
Disclosure of Information. Such Investor has had an opportunity to receive all information related to the Company and the Securities
requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms
and conditions of the offering of the Securities. Neither such inquiries nor any other due diligence investigation conducted by
such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties
contained in this Agreement. Such Investor acknowledges that it has received and reviewed [the Private Placement Term Sheet] describing
the offering of the Securities and has access to the public filings the Company made with the U.S. Securities and Exchange Commission.


 


3.5
Restricted Securities. Such Investor understands that the Securities are characterized as “restricted securities”
under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933
Act only in certain limited circumstances.


 


3.6
Legends. It is understood that, except as provided below, Form of Warrants evidencing the Warrants
and the certificates evidencing the Unit
Shares and the Warrant Shares, when issued and delivered, may
bear the following or any similar legend:


 


(A)
“The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant
to the Securities Act of 1933, (ii) such securities may be sold pursuant to Rule 144 or Regulation S under said Act, or (iii)
the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration
under the Securities Act of 1933 or qualification under applicable state securities laws.”


 


(B) “The securities represented by this certificate are subject to a lock-up agreement between Xynomic Pharmaceuticals Holdings,
Inc. and the holder and may only be offered, sold, transferred, pledged or otherwise disposed during the term of the lockup pursuant
to the terms set forth therein.”


 


(C)
If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required
by such state authority.


 


3.7
Eligible Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D under the 1933 Act (“Regulation
D”).


 




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3.8
No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation. The Investor confirms that it has had a substantive pre-existing relationship and direct contact with
the Company and its representatives and it did not independently contact the Company as a result of the general solicitation by
means of a registration statement.


 


3.9
Brokers and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid
right, interest or claim against or upon the Company, any Subsidiary or any other Investor for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


4.
Representations and Warranties of the Company.


 


The
Company represents, warrants and covenants to the Investors that:


 


4.1
Organization: Execution, Delivery and Performance.


 


(a)
The Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.


 


(b)
(i) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,
(ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Shares, and the issuance and reservation for
issuance of the Warrant Shares) have been duly authorized by the Company’s Board of Directors and no further consent or
authorization of the Company, its Board of Directors, or its stockholders, is required, (iii) each of the Transaction Documents
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is a
true and official representative with authority to sign each such document and the other documents or certificates executed in
connection herewith and bind the Company accordingly, and (iv) each of the Transaction Documents constitutes, and upon execution
and delivery thereof by the Company will constitute, a legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict
the availability of equitable or legal remedies.


 


4.2 The Securities Duly
Authorized. The Units, Unit Shares and Warrants to
be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this
Agreement, will be duly and validly issued and will be fully paid and non-assessable and free from all taxes or Liens with
respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the
Company. The Warrant Shares will be duly authorized and reserved for future issuance and, upon exercise of the Warrants in
accordance with its terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of
the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock
issuable pursuant to this Agreement. It is not necessary in connection with the issuance and sale of the Securities to
register the Securities under the 1933 Act or to qualify or register the Securities under applicable U.S. state securities
laws. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have
engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S.


 






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4.3
Capitalization. As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 200,000,000 shares
of Common Stock, par value $0.0001 per share (“Common Stock”), of which approximately 46,273,846 shares are issued
and outstanding, and (ii) 50,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), of
which no share is issued and outstanding. All of the issued and outstanding shares of the Common Stock have been duly and validly
authorized. Schedule 4.3 sets forth the complete and accurate capitalization of the Company immediately prior to the First Closing
including the number of shares of the following: (i) issued and outstanding Common Stock; (ii) granted stock options;
and (iii) warrants or stock purchase rights, if any. All other arrangements agreed upon by and among the Company, the controlling
stockholder of the Company and individual Investor regarding the transactions contemplated by this Agreement have been disclosed
in Schedule 4.3. Except as contemplated by the Transaction Documents or as set forth on Schedule 4.3 hereto:


 


(i) no shares of Common Stock are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants,
scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company;


 


(ii) there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company;


 


(iii)
the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of
its equity or debt securities; and 


 


(iv)
the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the
capital stock of the Company. 


 


The
offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing
complied with all applicable Federal and state securities laws. The Company has furnished or made available to the Purchasers
true and correct copies of the Company’s Certificate of Incorporation, as amended and in effect on the date hereof (the
“Certificate”), and the Company’s Bylaws, as amended and in effect on the date hereof (the “Bylaws”).
Except as restricted under applicable federal, state, local or foreign laws and regulations, the Certificate, the Units or the
Transaction Documents, or as set forth on Schedule 4.3, no written or oral contract, instrument, agreement, commitment,
obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s Common Stock.


 


4.4
SEC Reporting Company. The Company is a publicly-held compmany subject to reporting obligations pursuant to Section 13 or Section
15(d) of the Secriteis Exchange Act of 1934, as amended.


 


4.5
Listing. The shares of Common Stock are registered pursuant to Section 15(d) of the Exchange Act and are listed for
trading on over-the-counter makets in the United States.


 


4.6
No General Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions
contemplated hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated
under the 1933 Act, with respect to any of the Securities being offered hereby.


 






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4.7
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Investors. The issuance of the Securities to
the Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any stockholder approval provisions applicable to the Company or its securities.


 


4.8
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


4.9
Disclosure. All information relating to or concerning the Company or any of its Subsidiaries, officers, directors, employees,
customers or clients: (i) set forth in this Agreement and/or (ii) as disclosed in any exhibit or certification thereto and/or
(iii) filings made by the Company with the SEC is true and correct in all material respects and the Company has not omitted to
state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under
which they were made, not misleading.


 


4.10
Form D; Blue Sky Laws. To the extent applicable, the Company agrees to file a Form D with respect to the Securities as required
under Regulation D. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine
is necessary to qualify the Securities for sale to the Investors in the applicable closing pursuant to this Agreement under applicable
securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification).


 


5.
Registration Rights.


 


5.1
Demand Registration.


 


(a)
Form S-1 Demand. If
at any time after the earlier of (i) one year after the date of this Agreement or (ii) one hundred eighty (180) days after the
effective date of the registration statement for the Public Offering, the holders of a majority of all of the existing Registrable
Securtities held by the Investors, or the transferees of the Investors, may make a written demand, for registration under the
1933 Act of all or puart of their Registrable Securities, as the case may be, then the Company shall (x) within ten (10) days
after the date such request is given, give notice thereof (the “Demand Notice”) to all holders of Registrable
Securities other than the Investor; and (y) as soon as practicable, and in any event within sixty (60) days after the date such
request is given by the Investor, file a Form S-1 registration
statement under the 1933 Act covering all Registrable Securities that the Investor requested
to be registered and any
additional Registrable Securities requested to be included in such registration by any other holders of
Registrable Securities, as specified by notice given by each such holder
to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
subject to the limitations of Sections
5.1(c), 5.4 and 5.7.


 


(b) Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from
the holders of a majority of all of the existing Registrable Secrities that the Company file a Form S-3 registration
statement with respect to at least a
majority of all of the Registrable Securities then outstanding, then the Company shall (i)
within ten (10) days after the date such request is given, give a Demand Notice to all holders of Registrable Securities
other than the Investor; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request
is given by the Investor, file a Form
S-3 registration statement under the 1933 Act covering all Registrable Securities requested to be included in such
registration by any other holders of Registrable Securities, as specified by notice given by each such holder to the
Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Sections 5.1(c) and 5.4.


 






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(c)
Notwithstanding the foregoing obligations, if
the Company furnishes to holder of Registerable Securities requesting a registration pursuant to this Section 5.1 a certificate
signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of
Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become
effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose
for preserving as confidential; or (iii) render the Company unable to comply with requirements under the 1933 Act or 1934 Act,
then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to
filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after
the request of the Investor is given; provided, however, that the Company may not invoke this right more than twice
in any twelve (12) month period.


 


(d)
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 5.1(a) during
the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date
that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company
is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(ii) after the Company has effected two registrations pursuant to Section 5.1(a);
or (iii) if the Investor proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3
pursuant to a request made pursuant to Section 5.1(b). The Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to Section 5.1(b) during the period that is sixty (60) days
before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180)
days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected
two registrations pursuant to Section 5.1(b) within the twelve (12) month period immediately preceding the date of such request.
A registration shall not be counted as
“effected” for purposes of this Section 5.1 until such time as the applicable registration statement has been declared
effective by the SEC, unless the Investor withdraws its request for such registration, elects not to pay the registration expenses
therefor, and forfeits its right to one demand registration statement pursuant
to Section 5.5, in which case such withdrawn registration statement shall be counted as “effected”
for purposes of this Section 5.1.


 


5.2
Participation in Registrations. Whenever the Company proposes to register any of its securities under the 1933 Act, whether for
its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant
to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect)
at any time and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback
Registration”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of
(i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii)
thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in
the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities
with respect to which the Company has received written requests for inclusion within fifteen (15) business days after the applicable
holder’s receipt of the Company’s notice.


 




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5.3
Underwritten Offerings. In the event a registration giving rise to the Investors’ rights pursuant to Section 5.1 and Section
5.2 relates to an underwritten offering of securities, the Investors’ right to registration pursuant to Section 5.1 and
Section 5.2 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the Registrable Securities
therein and (iii) execution of all underwriting documents requested by the underwriter with respect thereto (the “Underwriter”).
If the managing underwriter gives the Company its written opinion that the total number or dollar amount of securities requested
to be included in the registration exceeds the number or dollar amount of securities that can be sold, the Company will include
the securities in the registration in the following order of priority: (A) first, all securities the Company proposes to sell;
and (B) second, pro rata among all other holders of securities (including the holders of Registrable Securities) that have registration
rights, if any, in each case, on the basis of the dollar amount or number of securities requested to be included, as the case
may be.


 


5.4
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made with the trading market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) printing expenses, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel and independent public accountants for the
Company, and (v) fees and disbursements of one counsel to the Investors not to exceed $5,000.


 


5.5
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members,
employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of
the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement,
any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application
or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company
filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable
to the Company or its agents and relating to action or inaction required of the Company in connection with such registration;
or (v) any failure to register or qualify the Registrable Securities included in any such registration in any state where the
Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification
on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent
that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person
in writing specifically for use in such Registration Statement or related prospectus.


 




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(b)
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company
(within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney
fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration
Statement or related prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements
therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information
furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or related prospectus
or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount
of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5.5 and the amount
of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such
Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification
obligation.


 


(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the
failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such
indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect of such claim or litigation,


 


(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (c) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as
any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f)
of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event
shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds
(net of all expenses paid by such holder in connection with any claim relating to this Section 5.5 and the amount of any damages
such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission)
received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 




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5.6
Cooperation by Investor. Each Investor shall furnish to the Company or the Underwriter, as applicable, such information regarding
the Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or
offering referred to in this Section 5. Each Investor shall cooperate as reasonably requested by the Company in connection with
the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to
file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement,
all such information regarding the Investor and its plan of distribution of the Shares included in such registration as may be
reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness
thereof and otherwise to comply with all applicable requirements of law in connection therewith.


 


5.7
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled
to request, and the Company shall not be obligated to effect the sale or transfer of any Registrable Securities resulting from
any registration (including any Demand Registration or Piggyback Registration) pursuant to this Section 5 of Unit Shares
and Warrant Shares held by such persons prior to the Lock-Up Release Date while they are subject to restrictions on transfer under
the applicable Lock-Up Agreement, and no such sale or transfer will be permitted until the Lock-Up Release Date.


 


5.8
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior
written consent of the holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of the Company that would provide to such holder the right to include securities
in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis
after all holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that
they wish to so include.


 


5A.
 Undertakings of the Company


 


5A.1 The
Company shall use best efforts to get relisted on Nasdaq or another internationally recognized securities exchange within 4 months
after the effective date of delisting.


 


5A.2 With
a view to making available to the Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may
at any time permit an Investor to sell securities of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company shall:


 


(a)
make and keep available adequate current public
information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the Registration
Statement filed by the Company;


 


(b)
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the 1933 Act and the 1934 Act (at any time after the Company has become subject to such reporting requirements); and


 


(c)
furnish to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) to
the extent accurate, a written
statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90)
days after the effective date of the Registration Statement filed by the Company), the 1933 Act, and the 1934 Act (at any
time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and
(ii) such other information as
may be reasonably requested in availing any Investor of any rule or regulation of the SEC that permits the selling of any
such securities without registration (at any time after the Company has become subject to the reporting requirements under
the 1934 Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 






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6.
Transfer Restrictions.


 


6.1
Transfer or Resale. Each Investor understands that:


 


(a)
Except as provided in the registration rights provisions set forth above, the sale or resale of all or any portion or component
of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and that
all or any portion or component of Securities may not be transferred unless:


 


(A)
the Securities are sold pursuant to an effective registration statement under the 1933 Act,


 


(B) the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in
form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may
be sold or transferred pursuant to an exemption from such registration,


 


(C)
the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act
(or a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 6.1 and who is an Accredited Investor, as such term is defined in Rule 501(a) of Regulation
D,


 


(D)
the Securities are sold pursuant to Rule 144, or


 


(E)
the Securities are sold pursuant to Regulation S;


 


and,
in each case, the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in
form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein
to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


6.2
Intentionally Left Blank.


 


6.3 Lock-Up.
Each Investor acknowledges and agrees that the Units, the Unit Shares, the Warrants and the Warrants Shares shall not be transferable,
saleable or assignable until six months of the earlier of the Closing and the effective date of a registration statement in connection
with the first follow-on public offering of the Company after the execution of this Agreement.


 


7.
Conditions to Closing of the Investors.


 


The
obligation of each Investor to purchase the Unit at the Closing is subject to the fulfillment to such Investor’s satisfaction,
on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):


 


7.1
  Representations and Warranties. The representations and warranties made by the Company in Section 4 hereof qualified
as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be
true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not
qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date,
except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have
performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the
Closing Date.


 






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7.2
Approvals. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate
for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the
Transaction Documents, all of which shall be in full force and effect.


 


7.3
Judgments, Etc. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including
any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding
shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated
hereby or in the other Transaction Documents.


 


7.4
Company CEO/CFO Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive
Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified
in subsections 7.1, 7.2 and 7.3.


 


7.5
Company Secretary Certificate. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary,
dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions
contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current
versions of the Certificate and Bylaws of the Company and certifying as to the signatures and authority of persons signing the
Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered
on the First Closing Date, unless any information contained in the certificate has changed.


 


7.6
SAFE Registration. The Investor, as applicable, has completed necessary foreign exchange registration with the relevant State
Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China or other governmental agency
in China to exchange RMB into U.S. dollars and/or to purchase the Units.


 


7.7
Opinion of Company Counsel. The Investor shall have received a true copy of an opinion issued by the Company’s counsel and
addressed to the transfer agent of the Company in connection with the issuance of the Units and securities underlying the Units
to be executed immediately upon the First Closing.


 


8.
Conditions to Closing of the Company. The obligations of the Company to effect the transactions contemplated by this Agreement
are subject to the fulfillment at or prior to each Closing Date of the conditions listed below.


 


8.1
Representations and Warranties. The representations and warranties made by the Investor in Section 3 shall be true and correct
in all material respects at the time of Closing as if made on and as of such date.


 




    14


     


    

 


8.2
Corporate Proceedings. All corporate and other proceedings required to be undertaken by the Investor in connection with the transactions
contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory
in substance and form to the Company.


 


9.
Miscellaneous.


 


9.1
Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing
and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile
(with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or
such other contact information as the parties may have duly provided by notice.


 


	The
    Company:	 	 
	 	 	 
	Xynomic
    Pharmaceuticals Holdings, Inc.	With
    a copy to:	Hunter
    Taubman Fischer & Li LLC
	Suite
                                         3306, K. Wah Centre, 1010 Middle Huaihai Road,

                                         Shanghai 200031, China

        Telephone:
        +86-21-5418-0212

        Attention:
        Yinglin Mark Xu, Chariman and 

Chief Executive Officer
	 	1450
    Broadway, 26th Fl. 

    New York, New York 10018 

    Telephone: +1 (212)-530-2232

    Facsimile: +1(212) 202-6380
	 	Attention:
    Arila Zhou, Esq.



 





The
Investors:


 


As
per the contact information provided on the signature page hereof.



 


9.2
Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of
such party contained in this Agreement shall survive the Closing.


 


9.3
Entire Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
contained herein.


 


9.4
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and, except for the Placement Agent, which is specifically agreed to be and acknowledged by each party as a third
party beneficiary hereof, is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


9.5
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 and 6.3 hereof, any
Investor may, without the consent of the Company, assign its rights hereunder to any person that purchases Securities in a private
transaction from an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act.


 


9.6
Intentionally Left Blank.


 




    15


     


    

 


9.7
Binding Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to
confer on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.


 


9.8
Amendment; Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of both the Company
and a majority in interest of the Investors (based on the number of Shares purchased hereunder).


 


9.9
Applicable Law: Disputes. All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any Action, any claim that it is not personally subject to the jurisdiction of any such court, that
such Action is improper or is an inconvenient venue for such Action. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence
an Action to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
5.4, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such Action. For purposes of this
Section “Action” means any
notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation,
assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,
by or before any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.


 


9.10
Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.11
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or
..pdf transmission, which shall be deemed an original.





 


9.12
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY
PARTY AGAINST ANY OTHER PARTY UNDER THIS AGREEMENT, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED
BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[Signature
Pages Immediately Follow]




 




    16


     


    

 


IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly executed
as of the date first above written.


 


	 	Xynomic
    Pharmaceuticals Holdings, Inc. 
	 	 
	 	By:	/s/
                                         Yinglin Mark Xu

	 	 	Name:	Yinglin
    Mark Xu
	 	 	Title:	Chairman,
    CEO and President
	 	 	 	 
	 	INVESTORS:
	 	 
	 	The
    Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its
    agents shall be deemed to have executed this Agreement and agreed to the terms hereof.
	 	 	 	 




    17


     


    

 


Annex
A

Securities Purchase Agreement

Investor Counterpart Signature Page


 


The
undersigned desiring to (i) enter into this Securities Purchase Agreement dated as of ______,
2019 (the “Agreement”), between
the undersigned Xynomic Pharmaceuticals Holdings, Inc.,
a Delaware corporation (the
“Company”), and the other parties hereto, in or substantially in the form furnished to the undersigned and (ii) purchase
the securities of the Company as set forth below, hereby agrees to purchase such securities from the Company as of the Closing
and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be
bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations
in the Agreement section entitled “Representations, Warranties and Acknowledgements of the Investors,” and hereby
represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.


 





	
        Name of Investor: 
	 	
        All Investors:
	 
	 	 	 	 
	If an entity:	 	Address:	          
	 	 	 	 
	 	 	 	 
	Print Name of Entity:	 	 	 
	 	 	 	 
	 	 	Telephone No.:	 
	 	 	 	 
	By:	 	 	Facsimile No.:	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 
	If an individual:	 	 	 
	 	 	 	 
	Print Name:	 	 	Email Address:	 
	
         

        Signature:
	 	 	 	 
	 	 	 	The Investor hereby elects to purchase _________ Units (to be completed by Investor) under the Securities Purchase Agreement at a price of $3.80 per Unit for a total Purchase Price of $_________ (to be completed by Investor).  
	 	 	 	 	 	 




 


18