Financial Advisory Agreement dated October 16, 2023, between NeOnc Technologies Holdings, Inc. and Maxim Group LLC

Exhibit 10.12

CONFIDENTIAL

October 16, 2023

Dr. Thomas Chen, M.D., Ph.D.

Chief Executive Officer & Chief Scientific Officer

NeOnc Technologies Holdings, Inc.

8335 Sunset Boulevard, Suite 240

Los Angeles, CA 90069

Dear Dr. Chen:

This letter confirms our agreement that NeOnc Technology Holdings, Inc. (the “Company”) is hereby engaging Maxim Group LLC (together with its affiliates and subsidiaries, “Maxim”) to act as the Company’s non-exclusive advisor whereby Maxim has already rendered and may render certain additional advisory services to the Company, as enumerated in Section 1 below.

Upon acceptance (indicated by your signature below), this letter agreement (the “Agreement”) will confirm the terms of the engagement between Maxim and the Company on the terms and conditions set forth herein.

Maxim shall render certain advisory services (the “Advisory Services”) to the Company, including consultation and advice with respect to matters in connection with the Company’s initial public offering (the “Offering”).

The parties acknowledge and agree that the Company may provide Maxim with non-confidential and publicly available information. To the extent it may be deemed advisable for the Company to provide Maxim with any confidential or non-public information, the parties agree that they shall agree upon and execute a confidentiality agreement containing provisions that are customary for a transaction or relationship of a similar nature. The Company recognizes and confirms that Maxim will use and rely on such information, and further represents that to the best of its knowledge, the information provided to Maxim will be complete and correct in all material aspects and will not contain any untrue statements.

As compensation for the services rendered and to be rendered hereunder by Maxim, Maxim shall receive an advisory fee equal to three-quarters of one percent (0.75%) of the gross proceeds of the Offering.

Maxim’s engagement hereunder shall terminate on the earlier of the date that is six (6) months from the date of execution or upon thirty days’ notice by the Company. The date of termination of this Agreement is referred to herein from time to time as the “Termination Date.” The period of time during which this Agreement remains in effect is referred to herein from time to time as the “Term”. Notwithstanding anything herein to the contrary, Sections 3, 4, 5, 6, 7, 8, 10, 12, 14 and Exhibit A attached hereto will survive any termination or expiration of this Agreement.

The Company agrees to indemnify Maxim in accordance with the indemnification and other provisions attached to the Agreement as Exhibit A (the “Indemnification Provisions”), which provisions are incorporated herein by reference and shall survive the termination or expiration of the Agreement.

The Company acknowledges that Maxim has been, and may in the future be, engaged to provide services as an underwriter, finder, advisor and/or investment banker to other companies in the industry in which the Company is involved. Subject to the provisions of any confidentiality agreement that may be entered into between the Company and Maxim and to the provisions of this Section 6, the Company acknowledges and agrees that nothing contained in this Agreement shall limit or restrict the right of Maxim or of any member, manager, officer, employee, agent or representative of Maxim, to be a member, manager, partner, officer, director, employee, agent or representative of, investor in, or to engage in, any other business, whether or not of a similar nature to the Company’s business, nor to limit or restrict the right of Maxim to render services of any kind to any other corporation, firm, individual or association; provided that Maxim and any of its member, manager, officer, employee, agent or representative shall not use the Information for the purpose of or in the context of such other engagement or for the benefit of any person, company or entity other than the Company.

This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The Company and Maxim each (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum is an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Company and Maxim further agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agree that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process in any such suit, action or proceeding. The parties hereby expressly waive all rights to trial by jury in any suit, action or proceeding arising under this Agreement.

Company and Maxim each respectively represent and warrant that: (a) it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) this Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable against it in accordance with its terms; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not conflict with or result in a breach of (i) such party’s certificate or articles of incorporation or by-laws, or (ii) any agreement to which such party is a party or by which any of its property or assets is bound.

This Agreement has been and is made solely for the benefit of Maxim and the Company and each of the persons, agents, employees, officers, directors and controlling persons referred to in Exhibit A and their respective heirs, executors, personal representatives, successors and assigns, and nothing contained in this Agreement will confer any rights upon, nor will this Agreement be construed to create any rights in, any person who is not party to such Agreement, other than as set forth in this section. The rights and obligations of either party under this Agreement may not be assigned without the prior written consent of the other party hereto and any other purported assignment will be null and void. Maxim has been retained under this Agreement as an independent contractor, and it is understood and agreed that this Agreement does not create a fiduciary relationship between Maxim and the Company or their respective Boards of Directors. Maxim shall not be considered to be the agent of the Company for any purpose whatsoever and Maxim is not granted any right or authority to assume or create any obligation or liability, express or implied, on the Company’s behalf, or to bind the Company in any manner whatsoever. The Company acknowledges that Maxim does not provide accounting, tax or legal advice. The Company is authorized, however, subject to applicable law, to disclose any and all aspects that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits.

All notices will be in writing and will be effective when delivered in person or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

In case any term of this Agreement will be held invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement will not in any way be affected thereby.

This Agreement may be executed in counterparts and each of such counterparts will for all purposes be deemed to be an original, and such counterparts will together constitute one and the same instrument.

Maxim and the Company further agree that neither Maxim nor any of its affiliates or any of its/their respective officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act of 1934), employees or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to the Advisory Services detailed in Section 1, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Maxim and that are finally and fully judicially determined to have resulted solely from the gross negligence, bad faith or willful misconduct of Maxim. It is understood and agreed that this Section 13 is separate and apart from the indemnification provisions set forth in Exhibit A.

[Signature page follows]