Exhibit 10.2


 








AEGIS
CAPITAL CORP.


 


November 21, 2022


 


PERSONAL AND CONFIDENTIAL


 


Mr. Wei Wen, Chief Executive Officer


TuanChe Limited


9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District


Beijing, 100038


 


		Re:	TuanChe Registered Direct Offering



 


Dear Mr. Wen:


 


The purpose of this placement
agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”)
will act as the placement agent in the United States on a “best efforts” basis in connection with securities sold under
a shelf registration statement in connection with the proposed Placement (the “Placement”) by TuanChe Limited
(collectively, with its subsidiaries and affiliates, within the meaning of the Securities Act, the “Company”)
of its American Depositary Shares (“ADSs”) and warrants (the “Securities”). This Agreement
sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement
and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment
bank.


 


The terms of our agreement are
as follows:


 


1.            Engagement.
The Company hereby engages Aegis, for the period beginning on the date hereof and ending ten (10) business days thereafter or upon
the completion of the Placement, whichever is sooner (the “Engagement Period”), to act as the Company’s
exclusive placement agent and investment banker in connection with the proposed Placement. During the Engagement Period or until the consummation
of the Placement, and as long as Aegis, in the Company’s reasonable judgment, is proceeding in good faith with preparations for
the Placement, the Company agrees not to solicit, negotiate with or enter into any agreement with any other source of financing (whether
equity, debt or otherwise), any underwriter, potential underwriter, placement agent, financial advisor, investment banking firm or any
other person or entity in connection with an Placement of the Company’s debt or equity securities.


 


2.            The
Placement. The Placement is expected to consist of a registered direct offering of up to approximately $15 million (the “Subscription
Amount”) of the Company’s ADSs and warrants to purchase ADSs at agreed upon pricing with the investors. Aegis will act
as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion
of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (the “Exchange”)
of the Securities to be issued, and the execution of definitive transaction agreements between the Company and investors in connection
with the Placement (the “Transaction Documents”). The actual size of the Placement, the precise number of Securities
to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and investors.


 


1345
Avenue of the Americas, New York, New York 10105 (212) 813-1010/Fax (212) 813-1047


Member
FINRA, SIPC



 






     


     


    

 








 


3.            Underwriting
Compensation. The underwriting discount will be 8.0% of the Subscrption Amount.


 


4.            Registration
Statement. To the extent the Company decides to proceed with the Placement, the Company will, prepare and file with the United
States Securities and Exchange Commission (the “Commission”) a prospectus supplement (the “Prospectus
Supplement”) to its Registration Statement on Form F-3 (File No. 333-264942) under the Securities Act of 1933,
as amended (the “Securities Act”) covering the Securities to be offered and sold in such Placement with the
registered direct placement conducted through a shelf takedown on the Prospectus Supplement. The Prospectus Supplement, and all amendments
and supplements thereto (collectively, the “Registration Documents”), will be in form reasonably satisfactory
to Aegis and counsel to Aegis. Other than any information provided by Aegis in writing specifically for inclusion in the Registration
Documents, the Company will be solely responsible for the contents of the Registration Documents and any and all other written or oral
communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents
and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of
the offer and sale of the Securities an event occurs that would cause the Registration Documents to contain an untrue statement of a material
fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective
purchasers of the Securities until such time as the Company shall correct such statement or omission. This Agreement will be filed by
amendment to the Registration Documents or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and incorporated by reference into the Registration Documents.


 


5.            Lock-Ups.
The Transaction Documents will provide, among other items, that the Company's directors, executive officers, and the shareholders holding
at least ten percent (10%) of the outstanding ordinary shares will enter into customary "lock-up" agreements in favor of, and
in form reasonably acceptable to, Aegis and the investors for a period of ninety (90) days from the closing date of the Placement; provided,
however, that any sales by parties to the lock-ups shall be subject to the lock-up agreements and provided further, that none of such
shares shall be saleable in the public market until the expiration of the ninety (90) day period described above above, in each case subject
to customary exceptions provided under the lock-up agreements.


 






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6.            Company
Standstill. The Transaction Documents will provide, among other items, that the Company will agree, for a period of ninety (90)
days from the closing date of the Placement, that without the prior written consent of Aegis, it will not (a) offer, sell, issue,
or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable
or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating
to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company;
or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof
(all of such matters, the “Standstill”). So long as none of such equity securities shall be saleable in the
public market until the expiration of the ninety (90) day period described above, the following matters shall not be prohibited by the
Standstill: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan,
and the filing of a registration statement on Form S-8; and (ii) the issuance of equity securities in connection with an acquisition
or a strategic relationship, which may include the sale of equity securities. In no event should any equity transaction during the Standstill
period result in the sale of equity at an offering price to the public less than that of the Placement referred herein.


 


7.            Expenses.
The Company will be responsible for and will pay all expenses relating to the Placement, including, without limitation, (a) all filing
fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing fees;
(c) all fees and expenses relating to the listing of the Company’s equity or equity-linked securities on the Exchange; (d) all
fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities
laws of such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration
fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel) unless such filings are not required
in connection with the Company’s Exchange listings; (e) all fees, expenses and disbursements relating to the registration,
qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as Aegis may reasonably designate;
(f) the costs of all mailing and printing of the Placement documents; (g) transfer and/or stamp taxes, if any, payable upon
the transfer of Securities from the Company to Aegis; (h) the fees and expenses of the Company’s accountants; and (i) $75,000
for reasonable legal fees and disbursements for Aegis’s counsel.


 


8.            Termination.
Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees,
reimbursement of expenses, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right
to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein,
the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). During the engagement
hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Aegis, contact or
solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company
will not pursue any financing transaction which would be in lieu of the Placement . Furthermore, the Company agrees that during Aegis’s
engagement hereunder, all inquiries from prospective investors will be referred to Aegis.


 


9.            Publicity.
The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis’s prior written consent,
such consent not to be unreasonably withheld, commencing on the date hereof and continuing until the final closing of the Placement.


 






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10.          Information.
During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be furnished,
to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the “Information”).
The Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this Agreement until
the date of the Closing to all of the Company’s assets, properties, books, contracts, commitments and records and to the Company’s
officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated
by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all Information concerning the Company provided
to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter
enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s disclosure
thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the
Company which information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed
by the Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated
by its written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available
relating to the Company’s proprietary technology is proprietary and confidential.





 


11.          No
Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating, rights
enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof.
The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have
no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the
retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged
in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or
short positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities
or loans of the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis’s
engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially
be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such
other companies.


 


12.          Indemnification,
Advancement & Contribution.


 


(a)          Indemnification.
The Company agrees to indemnify and hold harmless Aegis, its affiliates and each person controlling Aegis (within the meaning of Section 15
of the Securities Act), and the directors, officers, agents and employees of Aegis, its affiliates and each such controlling person (Aegis,
and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses,
claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and
shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified
Persons) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred
by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party
thereto, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the
Registration Statement, Prospectus Supplement or any other Transaction Documents (as from time to time each may be amended and supplemented),
(B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing
of the Placement, including any “road show” or investor presentations made to investors by the Company (whether in person
or electronically), or (C) any application or other document or written communication (collectively called “application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities
commission or agency, any national securities exchange; or (ii) the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
unless such statement or omission was made in reliance upon, and in conformity with, information provided to the Company by Aegis in writing
specifically for use in the Registration Statement, Prospectus Supplement or any other offering documents with respect which or resulting
from conduct by Aegis or another Indemnified Party, as to which Aegis shall indemnify and hold harmless the Company, its officers, directors,
employees and controlling parties in the same manner and to the same extent as the Company indemnifies the Indemnified Parties set forth
in this Section 13. The Company also agrees to reimburse and advance each Indemnified Person for all Expenses as they are incurred
in connection with such Indemnified Person’s enforcement of his or its rights under this Section 13.


 






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(b)          Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may
reasonably be expected to be sought under this Section 13, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 13 or otherwise to such Indemnified Person. The Company shall, if requested
by Aegis, assume the defense of any such action (including the employment of counsel designated by Aegis and reasonably satisfactory to
the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has
failed promptly to assume the defense and employ separate counsel reasonably acceptable to Aegis for the benefit of Aegis and the other
Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual
or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company for the
purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed
to be represented by such counsel, in which event the Company shall pay the reasonable fees and expenses of one counsel, plus local counsel,
for all Indemnified Parties, which counsel shall, if Aegis is a defendant, be designated by Aegis. The Company shall not be liable for
any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company
shall not, without the prior written consent of Aegis, settle, compromise or consent to the entry of any judgment in or otherwise seek
to terminate any pending or threatened action in respect of which reimbursement, indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes
an unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action
for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and
contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy
each and every Liability and Expense as it is incurred (and in no event later than 120 days following the date of any invoice therefore).


 






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(c)          Contribution.
In the event that a court of competent jurisdiction makes a finding, final beyond right of review, that indemnity is unavailable to an
Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Aegis and any other Indemnified Person,
on the other hand, of the matters contemplated by this Section 12 or (ii) if the allocation
provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative
fault of the Company, on the one hand, and Aegis and any other Indemnified Person, on the other hand, in connection with the matters as
to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall
the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any
Liabilities and Expenses in excess of the amount of commissions and non-accountable expense allowance actually received by Aegis in the
Placement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the
one hand or Aegis on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and Aegis agree that it would not be just and equitable if contributions pursuant to this
subsection 12(c) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in this subsection 12(c).
For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to Aegis on the other hand, of the matters
contemplated by this Section 12 shall be deemed to be in the same proportion as: (a) the
total value received by the Company in the Placement, whether or not such Placement is consummated, bears to (b) the commissions
paid to Aegis under the Underwriting Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.


 


(d)          Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)
of the Company have resulted from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 






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13.          Governing
Law; Venue. This Agreement will be deemed to have been made and delivered in the State of New York, United States, and both the
binding provisions of this Agreement and the transactions contemplated hereby will be governed as to validity, interpretation, construction,
effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
Each of Aegis and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement
and/or the transactions contemplated hereby will be instituted exclusively in the courts located in the City of New York, County of New
York, State of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,
and (iii) irrevocably consents to the jurisdiction of the courts located in the City of New York, County of New York and State of
New York, in any such suit, action or proceeding. Each of Aegis and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in such courts and agrees that service of process upon the
Company mailed by certified mail to the Company’s address will be deemed in every respect effective service of process upon the
Company, in any such suit, action or proceeding, and service of process upon Aegis mailed by certified mail to Aegis’s address will
be deemed in every respect effective service process upon Aegis, in any such suit, action or proceeding. Notwithstanding any provision
of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees,
agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have
any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and
transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by the Company that are
finally judicially determined to have resulted from the bad faith, fraud, willful misconduct or gross negligence of such individuals or
entities. Aegis will act under this Agreement as an independent contractor with duties to the Company. All references to currency are
to the currency of the United States (unless otherwise indicated).


 


14.          Equitable
Remedies. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach
or threatened breach by the Company of its obligations contained in Section 6 of the Agreement and hereby agree to waive and not
to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate. If a breach
or a threatened breach by the Company of any such obligations occurs, Aegis will, in addition to any and all other rights and remedies
that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to seek equitable relief, including
a temporary restraining order, an injunction, specific performance of the terms of Section 6, as applicable, and any other relief
that may be available from a court of competent jurisdiction.


 


15.          Prior
Agreement. By entering into this Agreement, the parties agree that that certain letter agreement, dated November 11, 2022,
entered into between the same parties hereof shall automatically terminate and cease to have any effect whatsoever.


 


If you are in agreement with
the foregoing, please sign and return to us one copy of this Agreement. This Agreement may be executed in counterparts (including facsimile
or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


[Signature Page of TC Placement Agent Agreement
Follows]


 






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	 	Very truly yours,
	 	 
	 	Aegis Capital Corp.
	 	 
	 	 
	 	By:	/s/
    Robert Eide
	 	Name: 	Robert Eide
	 	Title: 	Chief Executive Officer




 


AGREED AND ACCEPTED:


 


The foregoing accurately
sets forth our understanding and agreement with respect to the matters set forth herein.


 


	TuanChe Limited	 
	 	 
	 	 
	By:	/s/
    Wei Wen	 
	Name: 	Wei Wen	 
	Title: 	Chief Executive Officer	 




 


[Signature Page of
TC Placement Agent Agreement ]


 






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