Exhibit 10.2


 


March
12, 2018


 


Mr.
Lei Cao


Chairman,
CEO and President


Sino-Global
Shipping America, Ltd


1044
Northern Boulevard, Suite 305


Roslyn,
NY 11576


 


Dear
Mr. Cao:


 


This
letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the
“Placement Agent”) and Sino-Global Shipping America, Ltd., a company incorporated under the laws of the State
of Virginia (the “Company”), that Maxim shall serve as the placement agent for the Company, on a “commercially
reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common
stock (the “Shares”) of the Company, without par value per share (“Common Stock”) and warrants
to purchase shares of Common Stock (“Warrants” and collectively with the Shares, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority
to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This
Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below) and the Warrants shall be collectively referred to herein as the
“Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are on a commercially
reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by Maxim to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Maxim with
respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act
as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaser
will be evidenced by a share purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser
in a form reasonably acceptable to the Company and Maxim Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be
available to answer inquiries from prospective Purchasers.


 


SECTION
1.       REPRESENTATIONS AND WARRANTIES OF THE
COMPANY; COVENANTS OF THE COMPANY.


 


A.       Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants
that:


 


1.       The
Company has prepared and filed with the Commission (the a registration statement on Form S-3 (Registration No. 333-222098), and
amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the
“Securities Act”), of the Shares, which registration statement, as so amended (including post-effective amendments,
if any) became effective on February 16, 2018, for the registration under the Securities Act of the Shares. At the time of such
filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements
set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission
pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating
to the placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b)
(including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference
in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to
and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base
Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus
Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement,
or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by
reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included,” “described,” “referenced,” “set forth” or “stated” in
the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated
by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order
suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has
been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is
threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set
forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus,
if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated
by reference therein.


 






     


     


    

 


2.       The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not and, as amended
or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus
and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the
applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended
or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with
the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in
the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with
the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment
to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in
the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not
been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no
contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement,
or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required
or (y) will not be filed within the requisite time period. The Warrants shall be offered and sold in a simultaneous private placement
transaction pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, 12 amended.
contained in Section 4(a)(2) thereof and/or Regulation D thereunder.


 


3.       There
are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,
any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


 






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B.       Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and
conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither
the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base
Prospectus, the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated
by reference therein and any other materials permitted by the Securities Act.


 


SECTION
2.       REPRESENTATIONS OF MAXIM. Maxim
represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange
Act, (iii) is licensed as a broker/dealer under the laws of the States applicable to the offers and sales of the Securities by
Maxim, (iv) is and will be a body corporate validly existing under the laws of its place of incorporation, and (v) has full power
and authority to enter into and perform its obligations under this Agreement. Maxim will immediately notify the Company in writing
of any change in its status as such. Maxim covenants that it will use its reasonable best efforts to conduct the Placement hereunder
in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION
3.       COMPENSATION. In consideration of
the services to be provided for hereunder, the Company shall pay to the Placement Agent or their respective designees or their
respective designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the
Securities which they are placing:


 


A.       A
cash fee (the “Cash Fee”) equal to an aggregate of seven and one-half percent (7.5%) of the aggregate gross proceeds
raised in the Placement. The Cash Fee shall be paid at the Closing of the Placement.


 


B.       Subject
to compliance with FINRA Rule 5110(0(2)(D), the Company also agrees to reimburse Maxim for all reasonable travel and other out-of-pocket
expenses, including the fees of legal counsel, in an amount not to exceed $90,000. The Company will reimburse Maxim directly out
of the Closing of the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement, Maxim
shall be entitled to reimbursement for actual expenses; provided, however, such expenses shall not exceed $25,000.


 


C.       The
Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.


 






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SECTION
4.       INDEMNIFICATION. The Company agrees
to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION
5.       ENGAGEMENT TERM. Maxim’s engagement
hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) June 30, 2018 (such date, the “Termination
Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”).
If the Company elects to terminate for any reason even though Maxim was prepared to proceed with the Placement and, if within
twelve (12) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital
raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible
securities) with any of the investors contacted by Maxim during the term of this Agreement, then the Company will pay Maxim upon
the closing of such financing the compensation set forth in Section 1 herein. If the Company reasonably anticipates that Maxim
may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify Maxim
promptly of such possible payment Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive
any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all
fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the
event such fees are earned or owed as of the Termination Date). Maxim agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION
6.       MAXIM INFORMATION. The Company agrees
that any information or advice rendered by Maxim in connection with this engagement is for the confidential use of the Company
only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise
refer to the advice or information in any manner without Maxim’s prior written consent.


 


SECTION
7.       NO FIDUCIARY RELATIONSHIP. 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 Maxim
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 Maxim hereunder, all of which
are hereby expressly waived.


 


SECTION
8.       CLOSING. The obligations of the
Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and on the Closing
Date, of the representations and warranties on the part of the Company and its Subsidiaries and VIEs contained herein and in the
Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries and VIEs made in any certificates pursuant
to the provisions hereof, to the performance by the Company and its Subsidiaries and VIEs of their obligations hereunder, and
to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the
Placement Agent by the Company:


 


A.       No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with
the Placement shall have been timely filed with the Commission.


 






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B.       The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C.       All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


D.       The
Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the
Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent and substantially identical to that provided to the Purchasers.


 


E.       Neither
the Company nor any of its Subsidiaries or VIEs (i) shall have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Registration Statement, the Prospectus and the Prospectus Supplement, any loss or
interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by
the Registration Statement, the Prospectus and the Prospectus Supplement and (ii) since such date there shall not have been any
change in the capital stock or long-term debt of the Company or any of its Subsidiaries or VIEs or any change, or any development
involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’
equity, results of operations or prospects of the Company and its Subsidiaries and VIEs, otherwise than as set forth in or contemplated
by the Registration Statement, the Prospectus and the Prospectus Supplement, the effect of which, in any such case described in
clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable
to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated by the Prospectus and of the Warrants
on the terms and in the manner contemplated by the Purchase Agreement and the Warrants.


 


F.       The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the Warrant Shares shall be listed
and admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence
of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely
to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from
trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received any
information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating
such registration or listing.


 


G.       No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or
order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date
which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect
the business or operations of the Company.


 


H.       The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


 






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I.       The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


J.       FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and
pay all filing fees required in connection therewith.


 


K.       Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if
any of the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s
counsel pursuant to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement
Agent’s counsel, all obligations of the Placement Agent hereunder other than those that expressly survive the termination
or expiration of this Agreement, may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the
Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


 


SECTION
9.       DELIVERY OF COLD COMFORT LETTER.
On the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter
from Friedman LLP as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects
to the Placement Agent and Placement Agent’s counsel.


 


SECTION
10.     RIGHT OF PARTICIPATION. Upon the
Closing of a Placement, for a period of twelve (12) months from the last closing of a Placement (the “Tail Period”),
the Company grants Maxim the right of participation to act as a co-left lead manager, co-left lead book-runner and/or co-left
lead -placement agent, with at least 60% of the economics, for any and all future equity, equity-linked, debt (excluding commercial
bank debt) offerings by the Company or any Subsidiary of the Company during the Tail Period.


 


SECTION
11.     GOVERNING LAW. This Agreement will
be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed
entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted
assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in
connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York
or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts
for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by delivering a copy thereof via 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 manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.


 






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SECTION
12.     ENTIRE AGREEMENT/MISC. This Agreement
(including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof other than the engagement letter
dated February 8, 2018 by and between the Company and Maxim. If any provision of this Agreement is determined to be invalid or
unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of
this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived
except by an instrument in writing signed by both Maxim and the Company. The representations, warranties, agreements and covenants
contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in
two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
13.     CONFIDENTIALITY. Maxim (i) will
keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable
law or stock exchange requirement, regulation or legal process), without the Company’s prior written consent, disclose to
any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection with the
Placement. Maxim further agrees to disclose the Confidential Information only to its Representatives (as such term is defined
below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by Maxim of the confidential
nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to Maxim or its Representatives
in connection with Maxim’s evaluation of the Placement. The term “Confidential Information” will not,
however, include information which (i) is or becomes publicly available other than as a result of a disclosure by Maxim or its
Representatives in violation of this Agreement, (ii) is or becomes available to Maxim or any of its Representatives on a non-confidential
basis from a third-party, (iii) is known to Maxim or any of its Representatives prior to disclosure by the Company or any of its
Representatives, (iv) is or has been independently developed by Maxim and/or the Representatives without use of any Confidential
Information furnished to it by the Company, or (v) is required to be disclosed pursuant to applicable legal or regulatory authority.
The term “Representatives” shall mean Maxim’s directors, board committees, officers, employees, financial advisors,
attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Information
ceases to be confidential and (b) two years from the date hereof.


 


SECTION
14.     NOTICES. Any and all notices or
other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given
and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address specified
on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after
the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto
on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day
following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.


 


SECTION
15.     PRESS ANNOUNCEMENTS. The Company
agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement
Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place
advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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remainder of this page has been intentionally left blank.]


 




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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.


 





	 	Very truly yours,
	 	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	By:	/s/ Clifford A. Teller
	 	 	Name:  	Clifford A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking




 





	 	Address
    for notice:
	 	 
	 	405
    Lexington Avenue
	 	New
    York, NY 10174
	 	Attention:
    James Siegel, General Counsel
	 	Email:
    jsiegel@maximgrp.com







 


Accepted
and Agreed to as of the date first written above:


 





	SINO-GLOBAL SHIPPING AMERICA LTD.	 
	 	 
	By:	/s/ Lei Cao	 
	 	Name:  	Lei Cao	 
	 	Title:  	Chairman, Chief Executive Officer and President	 




 





	Address
    for notice:	 
	 	 
	1044
    Northern Boulevard,	 
	Suite
    305	 
	Roslyn,
    NY 11576	 
	Email:	 




 


[Signature
Page to Placement Agency Agreement 


Between
Sino-Global Shipping America Ltd.. and Maxim Group LLC]


 




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ADDENDUM
A


 


INDEMNIFICATION
PROVISIONS


 


Capitalized
terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached.


 


In
addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter
defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and
against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements,
and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses
and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action,
suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively,
“Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with,
Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection
with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement
Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation,
warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including
the engagement letter between the Placement Agent and the Company, dated February 8, 2018), or the enforcement by Placement Agent
of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in
a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly
from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.


 


The
Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the
extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal)
to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct.


 


These
Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”):
Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and
controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders,
members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall
be in addition to any liability, which the Company may otherwise have to any Indemnified Party.


 


If
any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification,
it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify
the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes
actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation
on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party
notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such
action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment
of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon
advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not
available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the
Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company
to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action
on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified
Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding,
in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company;
provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys
(and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities,
cooperate with the Company and any counsel designated by the Company.


 






     


     


    

 


The
Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent.
The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default
or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an
unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all
liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified
Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party
or any action or inaction of any Indemnified Party.


 


In
order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions
is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the
Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits
received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the
other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law,
in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand,
and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses
as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled
to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received
(or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to
the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which
the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction
or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the
amount of fees previously received by Placement Agent pursuant to the Agreement.


 


Neither
termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in
full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall
inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.


 


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	 	MAXIM GROUP LLC
	 	 
	 	By:	/s/ Clifford A. Teller
	 	 	Name:  	Clifford A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking




 





	SINO-GLOBAL SHIPPING AMERICA LTD.	 
	 	 
	By:	/s/ Lei Cao	 
	 	Name:  	Lei Cao	 
	 	Title:	Chairman, Chief Executive Officer and President	 




 


[Signature
Page to Indemnification Provisions


Pursuant
to Placement Agency Agreement


between
Sino-Global Shipping America Ltd. and Maxim Group LLC]