Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


October 25, 2021


 


Creatd, Inc.


2050 Center Avenue, Suite 640


Fort Lee, NJ 07024


Attention: Jeremy Frommer, Co-Chief Executive Officer


 


Dear Mr. Frommer:


 


This agreement (the “Agreement”)
constitutes the agreement between The Benchmark Company LLC (the “Placement Agent”) and Creatd,
Inc., a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive
placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of registered shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common
Stock”). The terms of the Placement and the Shares shall be mutually agreed upon by the Company and the purchasers (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 to issue any Shares 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 form of Placement Agent Warrants (as defined below) 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 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 Shares and does not ensure the successful placement of the Shares or any portion thereof or the
success of the Placement Agent 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 Shares to
any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and
such Purchaser in a form reasonably acceptable to the Company and the Placement Agent. 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.


 






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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 U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (Registration No. 333-250982), 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 April 23, 2021. 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 Securities Exchange Act of 1934, as amended (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.


 






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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 Exchange 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 Exchange 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.


 


3. The
Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will
be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without
the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.


 


4. 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 the other documents the Company has
filed or furnished with the Commission.


 


B. Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially 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 Shares 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.


 






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SECTION 2.  REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent 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 Shares by such Placement Agent, (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. The Placement Agent
will immediately notify the Company in writing of any change in its status as such. 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 their respective designees
their pro rata portion (based on the Shares placed) of the following compensation with respect to the Shares which they are placing:


 


A. A
cash fee (the “Cash Fee”) equal to an aggregate of seven (7.0%) of the aggregate gross proceeds raised in the Placement.
The Cash Fee shall be paid at the closing of the Placement (the “Closing”).


 


B. Such
number of Common Stock purchase warrants (the “Placement Agent Warrants”) to Placement Agent or its designees at the
Closing to purchase Common Stock equal to 5.0% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall
include registration rights, shall be exercisable for a period of five (5) years from the date of the Closing of the Offering, shall not
be exercisable for a period of six months from the Closing and shall be exercisable on a cash-less basis at a price equal to 120% of the
Offering price. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted
by FINRA Rule 5110(g)(1).


 


C. Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Placement, to reimburse the Placement
Agent for all reasonable travel and other necessary out-of-pocket expenses of third parties incurred directly in connection with this
Agreement, including the fees and expenses of the Placement Agent’s counsel of $50,000. Any aggregate expense(s) in excess of $1,000
shall be approved by the Company in advance (provided, however, that such expense cap in no way limits or impairs the indemnification
and contribution provisions of this Agreement). The Company will reimburse the Placement Agent at the Closing directly out of the gross
proceeds raised in the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement, the Placement
Agent, shall be entitled to reimbursement for actual expenses upon providing reasonable documentation relating to the incurrence of such
expenses.


 


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


 


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. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement,
and (ii) the date a party terminates the engagement by providing fifteen (15) days’ written notice to the other party (the period
of time during which this Agreement remains in effect is referred to herein as the “Term”). Notwithstanding anything
to the contrary contained herein, the provisions concerning confidentiality and indemnification and contribution contained herein and
the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement.
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.


 






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SECTION 6. 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 the Placement Agent’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 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 such Placement
Agent 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 Shares 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 contained herein and in the
Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the provisions
hereof, to the performance by the Company and its subsidiaries 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 to 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 Base 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.


 


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 Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable 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 Shares, the Registration Statement, the Base 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 counsel to the Company such counsel’s 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, the Purchasers,
and Placement Agent’s legal counsel.


 


E. On
the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for
such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state
of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed
by the Company hereunder on or prior thereto have been fully performed in all material respects.


 






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F. On
the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date
of such Closing, certifying to the organizational documents, incumbency of officers, good standing in the state of incorporation of the
Company and board resolutions relating to the Placement of the Shares from the Company.


 


G. Neither
the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or
incorporated by reference in the Registration Statement, the Base 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 Base
Prospectus and the Prospectus Supplement, (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 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,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, and (iii)
since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body regarding
the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), 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 Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.


 


H. The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Trading Market or other applicable U.S. national exchange, or an application for such listing shall have been submitted
to the Trading Market, 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, except
as disclosed in the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement, 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.


 


I. 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 Shares 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 Shares or materially and adversely affect or potentially and adversely affect the business or operations of the Company.


 


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


 


K. 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.


 






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L. 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.


 


M. 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 legal counsel, all obligations of the Placement
Agent hereunder 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.  FEE
Tail. The Placement Agent shall be entitled to the Placement Agent’s Cash Fee and Placement Agent Warrants, calculated
in the manner provided in Section 3 hereof, with respect to any public or private offering or other financing or capital-raising transaction
of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by the investors whom
the Placement Agent had introduced, directly or indirectly, to the Company with whom the Company has had a conference call or a meeting
arranged by the Placement Agent during the term of this Agreement, if such Tail Financing is consummated at any time up until 12-months
following the earlier to occur of the expiration or termination of this Agreement or the Closing. This Section shall survive any termination
of this Agreement, in whole or in part.


 


SECTION 10. GOVERNING
LAW; AGENT FOR SERVICE OF PROCESS, ETC. 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 the conflicts of laws principles
thereof. 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. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought
in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which
the Company is or may be subject, by suit upon such judgment. 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. This Section
shall survive any termination of this Agreement, in whole or in part.


  






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SECTION 11. 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. 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 Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Shares. 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. CONFIDENTIALITY.
The Placement Agent (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 (“Legal Requirement”), 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. The Placement Agent further agrees, severally and not jointly, 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 the Placement Agent 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 a Placement Agent or its Representatives in connection with such Placement Agent’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 a Placement Agent or its Representatives in violation of this Agreement, (ii) is or
becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to
a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been
independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by
the Company. The term “Representatives” shall mean the Placement Agent’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 (2) years from the date hereof. Notwithstanding any of the foregoing, in the event that
the Placement Agent or any of their respective Representatives are required by Legal Requirement to disclose any of the Confidential Information,
such Placement Agent and their respective Representatives will furnish only that portion of the Confidential Information which such Placement
Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and will
use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.


 


SECTION 13. 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 14. 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’ role in connection therewith in the Placement Agent’ 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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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,
	 	 
	 	THE BENCHMARK COMPANY, LLC
	 	 
	 	By: 	/s/ Michael S. Jacobs
	 	 	Name: 	Michael S. Jacobs                                
	 	 	Title: 	Head of Equity Capital Markets
	 	 
	 	 	Address for notice:
	 	 	 
	 	 	150 East 58th Street

17th Floor
	 	 	New York, NY 10155
	 	 	Attention: Michael Jacobs
	 	 	Email: mjacobs@benchmarkcompany.com


 


Accepted and Agreed to as of


the date first written above:


 


	CREATD, INC.
	 
	By:	/s/ Jeremy Frommer	 
	 	Name: 	Jeremy Frommer	 
	 	Title:	Co-Chief Executive Officer	 
	 	 	 	 
	 	Address for notice:	 
	 	Creatd, Inc.	 
	 	2050 Center Avenue, Suite 640	 
	 	Fort Lee, NJ 07024	 
	 	Attention: Jeremy Frommer, Co-Chief Executive Officer



 


[Signature Page to October
2021 Placement Agency Agreement Between 


The Benchmark Company, LLC
and Creatd, Inc.]


 




     


     

    


 


ADDENDUM A


INDEMNIFICATION PROVISIONS


 


In connection with the engagement
of The Benchmark Company, LLC (the “Placement Agent”) by Creatd, Inc. (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended
from time to time in writing (the “Agreement”), the Company hereby agrees as follows:


 


1. To
the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934,
as amended) 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 the Agreement, except, with regard to the
Placement Agent, 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, as the case may be.


 


2. 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 notify the Company in writing of such claim or of the commencement
of such action or proceeding, and 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 counsel separate from counsel for the Company and from any other party in such action 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. In such event, the reasonable fees and disbursements of no more
than one such separate counsel will be paid by the Company. The Company will have the exclusive 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.


 


3. 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 the Agreement.


 


4. 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 the case may be, as a result of such losses, claims,
damages or liabilities 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 the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement
Agent).


 


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


 


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has been intentionally left blank.] 


 




    A-1


     

    


 


	 	Very truly yours,
	 	 
	 	THE BENCHMARK COMPANY, LLC
	 	 
	 	By: 	/s/ Michael S. Jacobs

	 	 	 	Name: Michael S. Jacobs          
	 	 	 	Title: Head of Equity Capital Markets
	 	 
	 	 	Address for notice:
	 	 	 
	 	 	 	150 East 58th Street
	 	 	 	17TH Floor
	 		 	New York, NY 10155
	 	 	 	Attention: Michael Jacobs
	 	 	 	Email: mjacobs@benchmarkcompany.com


 


Accepted and Agreed to as of


the date first written above:


 


	CREATD, INC.	 
	 	 
	By: 	/s/ Jeremy Frommer

	 
	 	Name: Jeremy Frommer                	 
	 	Title:  Co-Chief Executive Officer	 
	 	 	 	 
	 	Address for notice:  	 
	 		 
	 	Creatd, Inc.


2050 Center Avenue, Suite 640


Fort Lee, NJ 07024


Attention: Jeremy Frommer, Co-Chief Executive Officer



	 	 	 



 


[Signature Page to Indemnification
Provisions


Pursuant to October 2021 Placement
Agency Agreement


between The Benchmark Company,
LLC and Creatd, Inc.]