Exhibit
10.2


 


March
1, 2021


 


BTCS
Inc.


9466
Georgia Avenue #124


Silver
Spring, Maryland 20910


Attention:
Charles W. Allen


Chief
Executive Officer


Email:
_________________


 


Dear
Mr. Allen:


 


This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement
agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and BTCS
Inc., a company organized under the laws of the state of Nevada (the “Company”), that the Placement Agent shall
serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed
placement (the “Placement”) of shares of common stock, par value, $0.001 per share (the “Shares”)
and a warrant to purchase .75 of a share of Common Stock for each Shares Purchased (“Warrant” and collectively
the “Warrants” and together with the “Securities”). The Securities actually placed by the
Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities
shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-252509) with respect to the
Placement Agent Securities. The documents executed and delivered by the Company and the Purchasers (as defined below) in connection
with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”),
shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Purchasers
for each Share is $1.00. 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
terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each,
a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the
Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company will
issue any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s
obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute
a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities
or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company.
Certain affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities.
The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase Agreement between the Company and such
Purchaser, in a form reasonably acceptable to the Company and the Purchaser. 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. With respect to the Placement Agent Securities, each of the representations and warranties
(together with any related disclosure schedules thereto) 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 there are no affiliations with any FINRA member firm participating in
the Placement among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater
stockholder of the Company.


 




    	 



     


    

 


B.
Covenants of the Company. With respect to the Placement Agent Securities, 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, (other than Section 4.9 Subsequent Equity Sales of the Purchase Agreement and Section 4.10 Equal
Treatment of Purchasers), is hereby incorporated herein by reference into this Agreement (as though fully restated herein). In
addition, the Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants
for a period of at least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Securities for a period of three (3) years after the Closing Date.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good
standing of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer
under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement
Agent, (iv) is and will be a corporate body 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. The Placement Agent will immediately notify the
Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent 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 its respective designees a total cash fee equal to seven percent (7.0%) of gross proceeds from the Placement of the total
amount of Placement Agent Securities sold (the “Cash Fee”) and an accountable expense allowance as set forth
in Section 4 below. Notwithstanding the foregoing, for investors identified on Schedule A to the engagement agreement between
the Company and the Placement Agent, such Cash Fee shall be three-and-one-half percent (3.5%) of the gross proceeds received by
the Company from such investors. 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.


 


SECTION
4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all
expenses incident to the issuance, delivery and qualification of the Seurities and the Placement Agent Securities (including all
printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees
and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs
and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement
(including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus
Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’
fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification
or registration of) all or any part of the Placement Agent Securities for offer and sale under the state securities or blue sky
laws or the securities laws of any other country; (vii) the fees and expenses associated with including the Placement Agent Securities
on the Trading Market; (ix) up to $40,000 for accountable expenses related to legal fees of counsel to the Placement Agent, IPREO
software related expenses, background check expenses, tombstones and marketing related expenses, including road show expenses
if they are incurred. Notwithstanding the foregoing, any advance received by the Placement Agent will be reimbursed to the Company
to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A). In the event that this Agreement shall not be
carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein,
the Company shall be obligated to pay to the Placement Agent its actual and accountable out-of-pocket expenses related to the
transactions contemplated herein then due and payable (including the fees and disbursements of its counsel) up to $40,000 and
upon demand the Company shall pay the full amount thereof to the Placement Agent; provided, however, that such expense
cap in no way limits or impairs the indemnification and contribution provisions of this Agreement.


 




    	 



     


    

 


SECTION
5. INDEMNIFICATION.


 


A.
To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent
and its affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as
the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder
or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from
the Placement Agent’s willful misconduct or gross negligence in performing the services described herein.


 


B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect
to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing
of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the
Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the
Company of substantial rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will
assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will
pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ
its own counsel separate from counsel for the Company if counsel for the Placement Agent reasonably determines that it would be
inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and
the Placement Agent due to actual or potential differing interest between them. In such event, the reasonable fees and disbursements
of no more than one such separate counsel for all parties entitled to indemnification hereunder will be paid by the Company. The
Company will have the right to settle the claim or proceeding, provided that the Company will not settle any such claim, action
or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld.


 


C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the
commencement of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and
to Placement Agent, on the other hand, from the Placement contemplated by this Agreement or (ii) if the allocation provided by
the immediately preceding clause is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits received by the Company on the one hand and the Placement Agent on the other, but also the relative fault
of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities,
as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages
and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation,
proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability
hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this
Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 


E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 




    	 



     


    

 


SECTION
6. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) March 8, 2021
and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”
In the event, however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate
the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement
hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with
respect to the Placement Agent Securities if sold in the Placement. 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 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
as set forth in Section 3 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). The Placement Agent 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
7. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent 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
each of the Placement Agent’s prior written consent.


 


SECTION
8. 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 the Placement Agent 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 the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent 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
contained herein and in the Purchase Agreement, to the performance by the Company of its 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:


 


A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each
of this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions
contemplated hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to
the Placement Agent.


 


B.
The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect
to the Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.


 


C.
The Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive
officers, directors and 5% or greater securityholders as well as executed Lock-Up Agreements from the Company’s executive
officers and directors.


 


D.
The Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the
effect of terminating the registration of the Common Stocks under the Exchange Act or delisting or suspending from trading the
Shares 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.


 


E.
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 Placement Agent 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 Placement Agent Securities or materially and adversely affect or potentially
and adversely affect the business or operations of the Company.


 




    	 



     


    

 


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


 


G.
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.


 


If
any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. 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
10. 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, without regard to principles of conflicts of law.
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 this Agreement, 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.


 


SECTION
11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. 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 the Placement Agent and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and
delivery of the Placement Agent 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
12. 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
13. Press Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, 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.]


 




    	 



     


    

 


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


 


	 	Very
    truly yours,
	 	 
	 	A.G.P./ALLIANCE
    GLOBAL PARTNERS
	 	 
	 	By:
    	                                     
	 	Name:
    	Thomas Higgins
	 	Title:
    	Managing Director
	 	 
	 	Address
    for notice:
	 	 
	 	590
                                         Madison Avenue 28th Floor

        New
        York, New York 10022

        Attn:
        Thomas J. Higgins

        Email:
        thiggins@allianceg.com 



 


[Signature
Page to Placement Agency Agreement.]


 




    	 



     


    

 


Accepted
and Agreed to as of


 


the
date first written above:


 


	BTCS
    INC.	 
	 	 
	By:	                                	 
	Name:
    	Charles W. Allen	 
	Title:
    	Chief Executive Officer	 
	 	 
	Address
    for notice:	 
	 	 
	BTCS
    Inc.	 
	9466
    Georgia Avenue #124	 
	Silver
    Spring, Maryland 20910	 
	Attention:
    Charles W. Allen	 
	Chief
    Executive Officer 	 
	Email:
    ________________	 


 


[Signature
Page to Placement Agency Agreement.]