Exhibit 4.2


 


SUBSCRIPTION AGREEMENT


 


SUBSCRIPTION AGREEMENT (this
“Agreement”) made as of the last date set forth on the signature page hereof between Avalon GloboCare Corp., a Delaware
corporation (the “Company”), and the undersigned (the “Subscriber”).


 


W I T N E S S E T H:


 


WHEREAS, the Company is conducting
a private offering (the “Offering”) consisting of 320,513 shares (the “Shares”) of common stock,
$0.0001 par value per share (“Common Stock”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and/or Rule 506 promulgated thereunder; and


 


WHEREAS, the Subscriber desires
to purchase that number of Shares set forth on the signature page hereof on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


	I.	SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND COVENANTS BY SUBSCRIBER



 


1.1   Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company
such number of Shares, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a per share price
equal to $0.78 per Share.


 


1.2   The
Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (a)
the Company has limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment
in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing
in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Shares is extremely
limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid
any dividends since its inception and does not anticipate paying any dividends; (g) the Company may issue additional securities in the
future which have rights and preferences that are senior to those of the Common Stock and (h) the additional risk factors set forth in
the Company’s filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Without
limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully
reviewed the risk factors described in the Company’s filings made under the Securities Exchange Act of 1934, as amended.


 






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1.3   The
Subscriber has carefully read the Form 8-Ks Current Report as filed with the Securities and Exchange Commission (the “SEC”)
on July 27, 2022, June 8, 2022 and May 23, 2022 (the “8Ks”), Form 10-Q Quarterly Report for the quarter ended March 31,
2022 as filed with the SEC on May 11, 2022 (the “10Q”) and the Form 10-K Annual Report for the year ended December 31,
2021 as filed with the SEC on March 30, 2022 (“10K” together with the 8Ks and the 10Q, the “Reports”)
as well as all other filings made by the Company with the SEC including the risk factors contained in the Reports (the “Risk
Factors”). The Subscriber has been given the opportunity to ask questions of, and receive answers from, the Company concerning
the terms and conditions of this Offering, the Reports and the Risk Factors and to obtain such additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same
as the Subscriber reasonably desires in order to evaluate the investment. The Subscriber understands the Reports and the associated Risk
Factors, and the Subscriber has had the opportunity to discuss any questions regarding any of the disclosure in the Reports and the associated
Risk Factors with his counsel or other advisor. Notwithstanding the foregoing, the only information upon which the Subscriber has relied
is that set forth in the Reports and the associated Risk Factors. The Subscriber has received no representations or warranties from the
Company, its employees, agents or attorneys, in making this investment decision other than as set forth in the Reports and the associated
Risk Factors.


 


1.4   The
Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D
(“Regulation D”) promulgated under the Securities Act and that the Subscriber is able to bear the economic risk of
an investment in the Shares.


 


1.5   The
Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters,
prior investment experience, including investment in securities that are thinly traded or the Subscriber has employed the services of
a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents
furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Shares to evaluate the
merits and risks of such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of
this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.


 


1.6   The
Subscriber hereby acknowledges receipt and careful review of this Agreement, including all exhibits thereto, and any documents which may
have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and
hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding
the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know,
and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of
the Company concerning the Company and the terms and conditions of the Offering.


 


 1.7 (a) In making the decision to invest
in the Shares the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary,
the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal
merits and consequences of this Agreement and the purchase of the Shares hereunder. The Subscriber disclaims reliance on any statements
made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Shares
other than the Offering Materials.


 






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(b)   The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Shares by the Company (or an authorized agent or
representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Shares were offered or
sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A)
receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference
whose attendees were invited by any general solicitation or general advertising.


 


1.8   The
Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business
or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company
or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests
in connection with the transaction contemplated hereby.


 


1.9   The
Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the Offering
is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber
understands that the Shares have not been registered under the Securities Act or under any state securities or “blue sky”
laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Shares unless they are registered under the Securities
Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.


 


1.10   The
Subscriber understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions
of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby
represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment and not with a view toward
the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing
the Shares.


 


1.11   The
Subscriber understands that the common stock issuable upon conversion of the Common Stock is quoted on the OTC Markets and that there
is a limited market for the Common Stock. The Subscriber understands that even if a public market develops for the Common Stock, Rule
144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a holding
period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration
requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register
any of the Shares under the Securities Act or any state securities or “blue sky” laws. The Subscriber understands that the
Company must be current under the 1934 Act for the Subscriber to take advantage of Rule 144.


 






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1.12
Intentionally Left Blank.


 


1.13   The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares and any shares of common stock
issuable upon conversion of the Common Stock that such securities have not been registered under the Securities Act or any state securities
or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this
Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on
the transferability of such Shares. The legend to be placed on each certificate shall be in form substantially similar to the following:


 


“THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE
WITH THE REQUIREMENTS OF THAT CERTAIN SUBSCRIPTION AGREEMENT DATED AS OF AUGSUT __, 2022, A COPY OF WHICH AGREEMENT THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR.”


 


The Company, at its discretion, may cause a stop
transfer order to be placed with its transfer agent(s) with respect to the certificates representing the Shares.


 


1.14   The
Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber’s
bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company, at
its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject
or limit any subscription, to accept subscriptions for fractional Shares and to close the Offering to the Subscriber at any time and that
the Company will issue stop transfer instructions to its transfer agent with respect to such Shares.


 


1.15   The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s
principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.


 


1.16   The
Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this
Agreement and to purchase the Shares. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable
against the Subscriber in accordance with its terms.


 


1.17   If
the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 






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1.18   The
Subscriber acknowledges that he, she or it are not Registered Representative of a FINRA member firm or a FINRA firm.


 


1.19   The
Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of the Shares will be subject to state securities
laws.


 


1.20   The
Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company
or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such
disclosures as may be required under applicable law or under any applicable order, rule or regulation.


 


1.21   The
Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their respective
heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by
them as a result of (a) any sale or distribution of the Shares by the Subscriber in violation of the Securities Act or any applicable
state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber
to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article
VI herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.


 


	II.	REPRESENTATIONS BY AND COVENANTS OF THE COMPANY



 


The Company hereby represents
and warrants to the Subscriber that:


 


2.1   Organization
and Qualification. The Company and each of its Subsidiaries, if any, is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated, 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. “Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary
voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time
owned directly or indirectly by the Company and/or any of its other Subsidiaries.


 


2.2   Capitalization.
The authorized, issued and outstanding capital stock of the Company is as set forth in the Reports.


 


2.3   Authorization;
Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement.


 


2.4   Acknowledgment
of Dilution. The Company understands and acknowledges the dilutive effect to the Common Stock upon the issuance of the Shares.


 






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2.5   Bad
Actor Representation. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected
with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered
Persons”) is 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). The
Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


2.6   Actions
Pending. Except as disclosed in the Reports, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution
proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company, any Subsidiary
(i) which questions the validity of this Agreement or any of the other Offering Materials or the transactions contemplated hereby or thereby
or any action taken or to be taken pursuant hereto or thereto or (ii) involving any of their respective properties or assets. To the knowledge
of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or
regulatory body against the Company or any Subsidiary or any of their respective executive officers or directors in their capacities as
such.


 


2.7   Compliance
with Law. The Company and its Subsidiaries have all material franchises, permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to
possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


2.8   Compliance.
The Company: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse
of time or both, would result in a default by the Company), nor has the Company received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or
by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any
judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute,
rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except
in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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2.9   No
Violation. The business of the Company and any Subsidiary is not being conducted in violation of any federal, state, local or foreign
governmental laws, or rules, regulations and ordinances of any governmental entity, except for possible violations which singularly or
in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state,
local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Offering Materials, or issue
and sell the Common Stock in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has
been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which
may be required to be made by the Company with the SEC or state securities administrators subsequent to each closing).


 


2.10   No
Conflicts. The execution, delivery and performance of this Agreement and the Offering Materials by the Company and the consummation
by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Articles or Bylaws,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture,
note, bond, license, lease agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which it or its
properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively,
“Lien”) of any nature on any property of the Company or any Subsidiary under any agreement or any commitment to which
the Company or any Subsidiary is a party or by which the Company, or any Subsidiary is bound or by which any of its respective properties
or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property
or asset of the Company, or any Subsidiary are bound or affected, provided, however, that, excluded from the foregoing in
all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect.


 


2.11   Private
Placement and Solicitation. Assuming the accuracy of the Subscribers’ representations and warranties set forth in Section 1,
no registration under the Securities Act is required for the offer and sale of the Common Stock by the Company to the Subscribers as contemplated
hereby. Based in part on the accuracy of the representations of the Subscribers in Section 1, and subject to timely applicable Form D
filings pursuant to Regulation D of the Securities Act with the SEC and pursuant to applicable state securities laws, the offer, sale
and issuance of the Common Stock to be issued pursuant to and in conformity with the terms of this Agreement, will be issued in compliance
with all applicable federal and state securities laws. Neither the Company nor any of its affiliates, nor any person acting on its or
their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of any of the Common Stock.


 


2.12   Governmental
Approvals. Except for the filing of any notice prior or subsequent to each closing that may be required under applicable state and/or
federal securities laws (which if required, shall be filed on a timely basis), including the filing of a Form D, no authorization, consent,
approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Common Stock,
or for the performance by the Company of its obligations under this Agreement and the Offering Materials.


 






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2.13   Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company Act of
1940, as amended, and the rules and regulations of the SEC thereunder.


 


2.14   Use
of Proceeds. The Company shall use the proceeds from the sale of the Common Stock for working capital purposes and shall not, directly
or indirectly, use such proceeds for any distribution or dividend to any shareholder of the Company.


 


2.15   Securities
Compliance. The Company shall notify the SEC in accordance with its rules and regulations, of the transactions contemplated by this
Agreement and the Offering Materials, including filing a Form D with respect to the Common Stock, as required under Regulation D and applicable
“blue sky” laws if such Common Stock is offered pursuant to Rule 506 of Regulation D and shall take all other necessary action
and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Common
Stock to the Subscribers.


 


2.16   No
Integrated Offerings. The Company shall not make any offers or sales of any security (other than the securities being offered or sold
hereunder) under circumstances that would require registration of the securities being offered or sold hereunder under the Securities
Act.


 


	III.	TERMS OF SUBSCRIPTION



 


3.1   All
funds shall be submitted directly to the Company’s account identified in Section 1.1 hereof.


 


3.2   Certificates
representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber within
15 business days following the closing, the timing of which is at the Company’s sole discretion, at which such purchase takes place.
The Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Common Stock purchased by the Subscriber
pursuant to this Agreement directly to the Subscriber’s residential or business address indicated on the signature page hereto.


 


	IV.	CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS



 


4.1   The
Subscriber’s obligation to purchase the Shares at the closing at which such purchase is to be consummated is subject to the fulfillment
on or prior to such closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent
permitted by law:


 


(a)   Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such closing
shall have been performed or complied with in all material respects.


 






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(b)   No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.


 


(c)   No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such
sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Shares (except as otherwise
provided in this Agreement).


 


	V.	MISCELLANEOUS



 


5.1   Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor, addressed as follows:


 


if to the Company,
to it at:


 


	Avalon GloboCare Corp.
	4400 Route 9 South, Suite 3100
	Freehold, New Jersey 07728
	Attention: David Jin


 


if to the Subscriber, to the Subscriber’s
address indicated on the signature page of this Agreement.


 


Notices shall be deemed to have been given or
delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.


 


5.2   Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties to be
charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party
to be charged.


 


5.3   Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties
as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature
among them.


 


5.4   Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with
respect to the purchase of Shares as herein provided, subject, however, to the right hereby reserved by the Company to enter into the
same agreements with other subscribers and to add and/or delete other persons as subscribers.


 






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5.5   NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS
HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO SUCH STATE’S
PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT
OF OR RELATING TO THIS AGREEMENT IS THE COURTS STATE OF NEW JERSEY IN AND FOR THE COUNTY OF MONMOUTH OR THE FEDERAL COURTS FOR SUCH STATE
AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID
VENUE.


 


5.6   In
order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds
in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of
the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their reasonable legal
costs and expenses relating to such proceeding and/or incurred in preparation therefor.


 


5.7   The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court
of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted
so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions
or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable,
and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.


 


5.8   It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach by that same party.


 


5.9   The
parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


5.10   This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.


 


5.11   Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 









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NUMBER OF SHARES 320,513
X $0.78 = $250,000 (the “Purchase Price”) 


 



	 	 	 
	Signature	 	Signature (if purchasing jointly)
	 	 	 
	Emma Li Xu, Qingbo	 	 
	Name Typed or Printed	 	Name Typed or Printed
	 	 	 
	 	 	 
	Title (if Subscriber is an Entity)	 	Title (if Subscriber is an Entity)
	 	 	 
	 	 	 
	Entity Name (if applicable)	 	Entity Name (if applicable
	 	 	 
	 	 	 
	 	 	 
	3 Pine Drive	 	 
	Address	 	Address
	 	 	 
	ColdSpring Har,NY, 11724	 	 
	City, State and Zip Code	 	City, State and Zip Code
	 	 	 
	 	 	 
	Telephone-Business	 	Telephone-Business
	 	 	 
	 	 	 
	Telephone-Residence	 	Telephone-Residence
	 	 	 
	 	 	 
	Facsimile-Business	 	Facsimile-Business
	 	 	 
	 	 	 
	Facsimile-Residence	 	Facsimile-Residence
	 	 	 
	 	 	 
	Tax ID # or Social Security #	 	Tax ID # or Social Security # 



 


	Name in which securities should be issued:	 	Emma Li
    Xu, Qingbo



 


Dated: August 5, 2022


 


This Subscription Agreement is agreed to and
accepted as of August 5, 2022.


 


	 	AVALON GLOBOCARE CORP.
	 	 	 	 
	 	By:	 
	 	 	Name: 	David Jin
	 	 	Title:	Chief Executive Officer 



 


 


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