Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


Boustead Securities LLC.


6 Venture, Suite 395,


Irvine, CA 92618


November 3, 2021


 


Ladies and Gentlemen:


 


This letter (this “Agreement”)
constitutes the agreement between TDH Holdings, Inc., a British Virgin Islands company (the “Company”) and Boustead
Securities LLC. (“Boustead”) pursuant to which Boustead shall serve as the exclusive placement agent (the “Placement
Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection
with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this
Agreement). The Company expressly acknowledges and agrees that Boustead’s obligations hereunder are on a reasonable “best
efforts” basis only and that the execution of this Agreement does not constitute a commitment by Boustead to purchase the Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of Boustead placing the Securities.


 


1.
Appointment of Boustead as Exclusive Placement Agent.

 


On the basis of the representations,
warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the
Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its Securities to be
offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”) on Form F-3 (File No. 333-256042), and Boustead agrees to act as the Company’s exclusive Placement Agent. Pursuant
to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the Securities of
the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof,
the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other
than through the Placement Agent. The Company acknowledges that the Placement Agent will act as an agent of the Company and use its reasonable
“best efforts” to solicit offers to purchase the Securities from the Company on the terms, and subject to the conditions,
set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable efforts to assist the Company in
obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by the Placement Agent, but the Placement
Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have
any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement
Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the Securities, the Placement
Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency”
basis and not on a “principal” basis.


 


The Placement Agent will solicit
offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The
Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Company
and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision of Placement
Agent services related to the Offering are subject to market conditions and the receipt of all required related clearances and approvals.


 






     


     


    

 


2.
Fees; Expenses; Other Arrangements.

 


A. Placement Agent’s
Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available
funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven percent
(7.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing”
and the date on which the Closing occurs, the “Closing Date”). The Placement Agent may deduct from the net proceeds
of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement
Agent.


 


B. Offering Expenses.
The Company will be responsible for and will pay a non-accountable expense allowance of one percent (1%) of the aggregate gross proceeds
received by the Company from the sale of the Securities on Closing Date. If requested by the Company, Boustead shall establish and maintain
an SEC-compliant offering deposit or escrow account with its affiliate, Sutter Securities Clearing, LLC for a cash management of one half
percent (1/2%) of the of the aggregate gross proceeds received by the Company from the sale of the Securities.


 


3.
Description of the Offering.

 


The Securities to be offered
directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”
or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company
and the Investors (the “Securities Purchase Agreement”) shall consist of the Company’s common shares, $0.001
par value per share (“Common Shares”) and warrants to purchase the Company’s Common Shares (the “Warrants”
and collectively with the Common Shares the “Securities”). Each Common Share is being
sold together with accompanying Warrants to purchase two (2) shares of the Company’s Common Shares at an exercise price of
$1.47 per whole Common Share. The purchase price shall be $0.64 per Common Share and $0.01 for each accompanying Warrant (the “Purchase
Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and
who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense
arising from or as a result of such default by the Company under this Agreement.


 


4.
Delivery and Payment; Closing.

 


Settlement of the Securities
purchased by an Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Shares to which the
Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The Securities
shall be registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement. The
term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions
are authorized or obligated by law to close in New York, New York.


 


5.
Term and Termination of Agreement.

 


The term of this Agreement
will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering or 11:59 p.m. (New
York Time) on the fifth Business Day after the date hereof. Notwithstanding anything to the contrary contained herein, any provision in
this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations
and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this
Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability
on the part of any party to any other party, except that those portions of this Agreement specified in Section 19 shall at all times be
effective and shall survive such termination.


 






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6.
Permitted Acts.

 


Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any
individual or entity “controlling,” controlled by,” or “under common control” with the Placement Agent (as
those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability to pursue,
investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.


 


 


7.
Representations, Warranties and Covenants of the Company.

 


As of the date and time of
the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes such representations
and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase Agreement, and (ii) further
represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its filings with the Securities and Exchange
Commission (the “Commission”), that:


 


A. Registration Matters.


 


i. The Company has
filed with the Commission a registration statement on Form F-3 (File No. 333-256042) including a related prospectus, for the registration
of certain securities (the “Shelf Securities”), including the Common Shares and Warrants, under the Securities Act
and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared
effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration
statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time,
the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Form F-3 under the Securities Act
and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule
430B under the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement”
without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the
first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement
with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of
such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Form F-3 under the Securities
Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A or Rule 430B. Any registration statement
filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,”
and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus
covering the Shelf Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Placement
Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base
Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically related to the Securities in the
form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by the Company to meet
requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to, collectively, as the “Prospectus,”
and the term “Preliminary Prospectus” means any preliminary form of the Prospectus, including any preliminary prospectus
supplement specifically related to the Securities filed with the Commission by the Company with the consent of the Placement Agent.


 


ii. All references
in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery
of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed
to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or
after the execution and delivery of this Agreement.


 






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iii. The term “Disclosure
Package” means (i) the Preliminary Prospectus, if any, as most recently amended or supplemented immediately prior to the Initial
Sale Time (as defined herein), and (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto.


 


iv. The term “Issuer
Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations.
The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities Act
Regulations.


 


v. Any Preliminary
Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date hereof, complied
or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus
or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects,
with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration
Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with
the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.


 


vi. The issuance
by the Company of the Securities has been registered under the Securities Act. The Securities will be issued pursuant to the Registration
Statement and each of the Securities will be freely transferable and freely tradable by each of the Investors without restriction, unless
otherwise restricted by applicable law or regulation. The Company is eligible to use Form F-3 under the Securities Act and it meets the
transaction requirements, as set forth in General Instruction I.B.1 of Form F-3.


 


B. Stock Exchange Listing.
The Common Shares are approved for listing on the NASDAQ Capital Market (the “Exchange”) and the Company has taken
no action designed to, or likely to have the effect of, delisting the shares of Common Shares from the Exchange, nor has the Company received
any notification that the Exchange is contemplating terminating such listing.


 


C. No Stop Orders, etc.
Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending
the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge,
threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission
for additional information.


 


D. Disclosures in Registration
Statement.


 


i.
Compliance with Securities Act and 10b-5 Representation.

 


(a) Each of the Registration
Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the time each was or will
be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities
Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering and the Prospectus
was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.


 






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(b) None of the Registration
Statement, any amendment thereto, or the Preliminary Prospectus, as of 8:00 a.m. (Eastern time) on the date hereof (the “Initial
Sale Time”), and at the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted,
omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and
in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent expressly for
use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information
provided by or on behalf of any Placement Agent consists solely of the following disclosure contained in the following paragraphs in the
“Plan of Distribution” section of the Prospectus: (i) the name of the Placement Agent, and (ii) the information under the
subsection “Fees and Expenses” (the “Placement Agent’s Information”).


 


(c) The Disclosure
Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an 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; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration
Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together
with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and
in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent expressly for
use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties
acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely of the Placement Agent’s
Information; and


 


(d) Neither the Prospectus
nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b),
or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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;
provided, however, that this representation and warranty shall not apply to the Placement Agent’s Information.


 


ii. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package and the Prospectus conform
in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the
Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure Package and the Prospectus
or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement
or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected
and (i) that is referred to in the Registration Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company’s
business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y)
as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned
by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder,
except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. To the Company’s knowledge, performance
by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating
to environmental laws and regulations.


 






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iii. Changes
After Dates in Registration Statement.


 


(a) No Material
Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package
and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position
or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material
adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company
(a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than
as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.


 


(b) Recent Securities
Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement,
the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other than (i) grants under any stock compensation
plan and (ii) shares of Common Stock issued upon exercise or conversion of option, warrants or convertible securities described in the
Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or contingent, for
borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.


 


E. Transactions Affecting
Disclosure to FINRA.


 


i. Finder’s
Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any executive officer or director of the Company (each an, “Insider”) with respect
to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any of its stockholders.


 


ii. Payments Within
Twelve (12) Months. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to
the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct
or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other than (A) the
payment to the Placement Agent as provided hereunder in connection with the Offering, and (B) other payments to the Placement Agent under
other engagement letters.


 


iii. Use of Proceeds.
None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically
authorized herein.


 


iv. FINRA Affiliation.
There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 5% or more of any class
of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity
securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate
or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).


 


F. Integration. Neither
the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior
offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities
Act.


 


G. Restriction on Sales
of Capital Stock. [Reserved]


 






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8.
Conditions of the Obligations of the Placement Agent.

 


The obligations of the Placement
Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section
7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the
Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


A. Regulatory Matters.


 


i. Effectiveness
of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and, on the
Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been
issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued
and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by
the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with the
Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date, shall have been made within the applicable
time period prescribed for such filing by Rule 424.


 


ii. FINRA Clearance.
On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Placement Agent as described in the Registration Statement.


 


iii. Listing of
Additional Shares. On or before the Closing Date of this Agreement, the Company shall have received notification from The Nasdaq Stock
Market, Inc. with respect to the Company’s application for the additional listing of the securities sold in the Offering.


 


B. Company Counsel Matters.
On the Closing Date, the Placement Agent shall have received the favorable opinion of Ogier, outside counsel for the Company, dated the
Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.


 


C. Comfort Letter.
[Reserved]


 


D. No Material Changes.
Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving a prospective Material
Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates
as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus; (ii) no action, suit
or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of the Company before
or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth
in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities
Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Disclosure
Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated
therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements
of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package nor the Prospectus
nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


E. Delivery of Agreements.
[Reserved]


 


F. Additional Documents.
At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions as they may require in order to
evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory
in form and substance to the Placement Agent and Placement Agent Counsel.


 






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9.
Indemnification and Contribution; Procedures.

 


A. Indemnification of the
Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling
such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the
Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred
to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other
liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses
(including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement)
(collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified
Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement,
the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each
may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in
connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the
Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9,
collectively called “application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission
or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such
statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees
to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement
of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce
the indemnification that each Indemnified Person would have if he was a party to this Agreement.


 


B. Procedure. Upon
receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may reasonably
be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the Company may
have on account of this Section 9 or otherwise to such Indemnified Person, except to the extent (and only to the extent) that its ability
to assume the defense is actually impaired by such failure or delay. The Company shall, if requested by the Placement Agent, assume the
defense of any such action (including the employment of counsel and reasonably satisfactory to the Placement Agent). Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and
employ counsel for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been
advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent
for) the counsel engaged by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person
and any other person represented or proposed to be represented by such counsel, it being understood, however, that the Company shall not
be liable for the expenses of more than one separate counsel (together with local counsel), representing
the Placement Agent and all Indemnified persons who are parties to such action. The Company shall not be liable for any settlement
of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate
any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an
unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action
for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution
obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability
and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefor).


 






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C. Indemnification of the
Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration
Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made
in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto,
in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against
the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package
or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the
Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have
the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement
Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with
the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement
Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section
9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure..


 


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


 






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


 


F. Survival. The advancement,
reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and effect regardless of
any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement. Each Indemnified
Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section 9 as if he/she/it
was a party to this Agreement.


 


10.
Limitation of  Boustead’s Liability to the Company.

 


Boustead and the Company further
agree that neither Boustead nor any of its affiliates or any of their respective officers, directors, controlling persons (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company,
its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect,
in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief
arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities, costs
or expenses that arise out of or are based on any action of or failure to act by Boustead and that are finally judicially determined to
have resulted solely from the gross negligence or willful misconduct of Boustead.


 


11.
Limitation of Engagement to the Company.

 


The Company acknowledges that
Boustead has been retained only by the Company, that Boustead is providing services hereunder as an independent contractor (and not in
any fiduciary or agency capacity) and that the Company’s engagement of Boustead is not deemed to be on behalf of, and is not intended
to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Boustead or
any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by Boustead,
no one other than the Company is authorized to rely upon any statement or conduct of Boustead in connection with this Agreement. The Company
acknowledges that any recommendation or advice, written or oral, given by Boustead to the Company in connection with Boustead’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used
or relied upon for any other purpose. Boustead shall not have the authority to make any commitment binding on the Company. The Company,
in its sole discretion, shall have the right to reject any investor introduced to it by Boustead. If any purchase agreement and/or related
transaction documents are entered into between the Company and the investors in the Offering, Boustead will be entitled to rely on the
representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction
documents as if such representations, warranties, agreements and covenants were made directly to Boustead by the Company.


 


12.
Amendments and Waivers.

 


No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise
any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.


 






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13.
Confidentiality.

 


In the event of the consummation
or public announcement of any Offering, Boustead shall have the right to disclose its participation in such Offering, including, without
limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. Boustead
agrees not to use any confidential information concerning the Company provided to Boustead by the Company for any purposes other than
those contemplated under this Agreement.


 


14.
Headings.

 


The headings of the various
sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.


 


15.
Counterparts.

 


This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same instrument.


 


16.
Severability.

 


In case any provision contained
in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.


 


17.
Use of Information.

 


The Company will furnish Boustead
such written information as Boustead reasonably requests in connection with the performance of its services hereunder. The Company understands,
acknowledges and agrees that, in performing its services hereunder, Boustead will use and rely entirely upon such information as well
as publicly available information regarding the Company and other potential parties to an Offering and that Boustead does not assume responsibility
for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise furnished to
it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial information, forecasts or
projections considered by Boustead in connection with the provision of its services.


 


18.
Absence of Fiduciary Relationship.

 


The Company acknowledges and
agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities
and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any
of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company
on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company
following discussions and arms-length negotiations with the Investors and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement
Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company
and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory
or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by
this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agents may have
interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have
against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.


 






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19.
Survival of Indemnities, Representations, Warranties, Etc.

 


The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement
or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made
by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of
and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant
to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in Sections 2, 9, 10, and 11, respectively,
and the Company’s covenants, representations, and warranties set forth in this Agreement shall not terminate and shall remain in
full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants, warranties and
representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Placement Agent, any person who controls any Placement Agent within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by
or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.


 


20.
Governing Law.

 


This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be fully performed therein.
Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal
courts located in Los Angeles, California. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing
courts in Los Angeles, California. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority
of any court sitting in Los Angeles, California. Should the dispute not arise to meet the qualifications of filing in federal court in
Los Angeles, California, then the dispute shall be resolved by arbitration in accordance with the Arbitration Rules of FINRA as such rules
may be modified herein or as otherwise agreed by6 the parties in controversy. The forum for arbitration shall be Orange County, California.
Following thirty (30) days’ notice by any party of intention to invoke arbitration, any dispute arising under this agreement and
not mutually rsolved within such thirty (30) day period shall be determined by the arbitrators upon which the parties agree. In the event
a suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, any proceeding under the U.S.
Bankruptcy Code, is instituted by any party to interpret or enforce any provisio0n of this Agreement, then the prevailing party shall
be entitled to recover from the other parties its reasonable attorneys’, paralegals’, accountants’, and other experts’
fees, and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE AND AGREES NOT TO REQUEST A JURY TIRAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO
THIS AGREEMENT.


 


21.
Notices.

 


All communications hereunder
shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:


 


If to the Company:


 


TDH Holdings, Inc.


c/o Qingdao Tiandihui Foodstuffs
Co., Ltd.


2521 Tiejueshan Road,


Huangdao District, Qingdao,
Shandong Province,


People’s Republic of
China


Email: tdhpets@163.com


Attention: Ms. Dandan Liu,
Chief Executive Officer


 






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If to the Placement Agent:


 


Boustead Securities LLC


6 Venture, Suite 395,


Irvine, CA 92618


Email: keith@boustead1828.com


Attention: Keith Moore, Chief
Executive Officer


 


Any party hereto may change
the address for receipt of communications by giving written notice to the others.


 


22.
Miscellaneous.

 


This Agreement constitutes
the entire agreement of Boustead and the Company, and supersedes any prior agreements, with respect 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, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts
(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and
the same instrument.


 


23.
Successors.

 


This Agreement will inure
to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling
persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except as set forth in
Section 9 of this Agreement, no other person will have any right or obligation hereunder.


 


24.
Partial Unenforceability.

 


The invalidity or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph
or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


[SIGNATURE PAGE TO FOLLOW]


 






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In acknowledgment that the
foregoing correctly sets forth the understanding reached by Boustead Securities, LLC and the Company, and intending to be legally bound,
please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.


 


	Very truly yours,	 
	 	 	 
	
    TDH Holdings, Inc.
	 
	 	 	 
	By: 	 	 
	Name:	Dandan Liu            	 
	Title:	Chief Executive Officer	 


 


	Confirmed as of the date first written above:	 
	 	 	 
	Boustead Securities, LLC	 
	 	
     
	 
	By:	 	 
	Name: 	Keith Moore	 
	Title: 	Chief Executive Officer	 


 









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SCHEDULE I


 


Issuer General Use Free Writing Prospectuses


 


None


 


 


15