Exhibit 10.1


 


January 14, 2021


 


Mr. Zhenyong Liu


Chief Executive Officer


Science
Park, Juli Rd,


Xushui District, Baoding City


Hebei Province,
The People’s


Republic of China 072550


Tel: 011 - (86) 312-8698215


 


Dear Mr. Liu:


 


This
letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the
“Placement Agent”) and IT Tech Packaging, Inc., a company incorporated in the State of Nevada (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of Common Stock of the Company, par value
US$0.001 per share (“Shares”), and warrants (“Warrants”) to purchase Shares of the Company
(the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that 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 Securities or complete the Placement.
This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below) 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 Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent’s
with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers
to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaser
will be evidenced by a 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.


 


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-1 (Registration No. 333-251562), and amendments thereto, for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the Securities, which registration
statement, as so amended (including post-effective amendments, if any) became effective on January 14, 2021. Such
registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the
“Registration Statement.” Any reference in this Agreement to the Registration Statement shall each be
deemed to refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”) on or before the date of this Agreement; and any reference in this Agreement to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement shall be
deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, 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 (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. No stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has
the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the
preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement,
including any documents incorporated by reference therein.


 






     


     


    

 


2. 
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules
as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it
became effective, complied in all material respects with the Securities Act and the Exchange Act and the rules and regulations
(the “Rules and Regulations”) of the Commission promulgated thereunder 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 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
Registration Statement), 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 Registration Statement, 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 Time of Sale Prospectus 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 shareholder of the Company, except as set forth in the Registration Statement
and SEC Reports.


 


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


 


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


 


B.[Intentionally Omitted].


 


C. Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent for all travel and other
out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed
an aggregate of US$65,000. The Company will reimburse Placement Agent directly out of the Closing of 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; provided, however, such expenses shall not exceed US$40,000.


 


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 the 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) March 31, 2021 (such date, the “Termination Date”). If the Company elects to
terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within
the intent of this Agreement, and if within twelve (12) months following such termination, the Company completes any financing
of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity
of any options, warrants or other convertible securities) with any of the investors “wall crossed” by Placement Agent
for purposes of the Placement during the term of this Agreement (other than investors introduced to the Placement Agent by the
Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon
the closing of such financing the compensation set forth in Section 3 herein to the extent of the gross proceeds received by the
Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement
Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning
the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality,
indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions
will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement,
all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the
event such fees are earned or owed as of the Termination Date). 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. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s
performance of due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so
at any time upon immediate written notice. 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 the 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 Securities hereunder are subject
to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries
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.


 


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 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 or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the
Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be
stated therein or is necessary to make the statements therein not misleading.


 


C. 
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity
of each of this Agreement, the Securities, the Registration Statement 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 completed its due diligence investigation of the Company to the satisfaction of the Placement
Agent and its counsel.


 


E. 
The Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, addressed
to the Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the
Placement Agent; provided, however, that the negative assurance letter will be only addressed to the Placement Agent.


 


F. 
On the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter
from WWC, P.C. as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to
the Placement Agent and Placement Agent’s counsel.


 


G.  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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H. 
On the Closing Date, Placement Agent shall have received a certificate of an Officer of the Company, dated, as applicable,
as of the date of such Closing, certifying to, among others, the organizational documents and board resolutions relating to the
Placement of the Securities from the Company.


 


I. 
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, certifying to, among others, certain regulatory matters and certain matters.


 


J. 
On the Closing Date, Placement Agent shall have received a certificate of the Chief Financial Officer of the Company, dated,
as applicable, as of the date of such Closing, certifying to, among others, financial information.


 


K. 
Lock-Up Agreements. On or before the date hereof, the Placement Agent shall have received, and the Company shall have caused
to be delivered to the Placement Agent, lock-up agreements from the persons set forth on Exhibit A hereto, addressed to the Placement
Agent, dated as of the date hereof, in the form set forth on Exhibit B hereto.


 


L. 
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, 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, or (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 effect of which, in any such case described in clause (i) or (ii),
is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with
the sale or delivery of the Securities on the terms and in the manner contemplated by the Time of Sale Prospectus and Prospectus
and the Registration Statement.


 


M. 
The Company’s Common Stock, par value US$0.001 per share (the “Common Stock”) are registered under
the Exchange Act and, as of the Closing Date, the Company has submitted the notification of listing of additional shares including
Shares and the Warrant Shares to the Trading Market or other U.S. applicable national exchange and has not received any information
indicating that the such listing of the Shares and the Warrant Shares will be rejected 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 Shares or
the Warrant Shares from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such
registration or listing.


 


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


 




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


 


P. 
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.


 


Q. 
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.


 


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


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any
of the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel
pursuant to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s
counsel, all obligations of the Placement Agent hereunder 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. RIGHT OF FIRST REFUSAL. Upon the Closing of the Offering, for a period of twelve (12) months from such Closing (the
“Right of First Refusal Period”), the Company grants Maxim the right of first refusal to act as a joint book runner,
joint lead manager and/or joint lead placement agent with at least 75.0% of the economics for a two handed deal and 50% of the
economics for a three handed deal, for any and all future public and private equity, convertible or debt offerings of the Company’s
Securities during the Right of First Refusal Period. The Company shall not offer to retain any other investment banking firm in
connection with any such offering during the Right of First Refusal Period, on terms more favorable than those discussed with Maxim
without offering to retain Maxim on such more favorable terms. Maxim shall notify the Company in writing within 15 days of its
receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If Maxim should decline
such retention, the Company shall have no further obligations to Maxim, except as specifically provided for herein.


 


SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party
without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under
this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be
brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and
delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions
of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 






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SECTION
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 the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
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), 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 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. Information communicated orally or otherwise than in writing, shall only be considered Confidential
Information if such information is designated as being confidential at the time of disclosure (or promptly thereafter) and is reduced
in writing and identified to the Placement Agent as being Confidential Information immediately after the initial disclosure. 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, (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, or (v) is required to be disclosed pursuant to applicable legal or regulatory authority. The term “Representatives”
shall mean each 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.


 


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’s role in connection therewith in the Placement Agent’s marketing
materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own
expense.


 


[The remainder of this page has
been intentionally left blank.]


 




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


 


	 	Very truly yours,
	 	 	 	 
	 	MAXIM GROUP LLC
	 	 	 	 
	 	By:	/s/ Cliff Teller
	 	 	Name: 	Cliff Teller
	 	 	Title:	Head of Banking                  
	 	 	 	 
	 	 	Address for notice:
	 	 	405 Lexington Avenue
	 	 	New York, NY 10174
	 	 	Attention: James Siegel, General Counsel
	 	 	Email: jsiegel@maximgrp.com




 


Accepted and Agreed to as of 

the date first written
above:


 


	IT TECH PACKAGING, INC.	 
	 	 	 	 
	By:	/s/ Zhenyong Liu	 
	 	Name:  	Zhenyong Liu	 
	 	Title: 	Chief Executive Officer 	 
	 	 
	Address for notice:	 
	 	 
	Science Park, Juli Rd,	 
	Xushui District, Baoding City	 
	Hebei Province, The People’s	 
	Republic of China 072550	 
	Attn: Zhenyong Liu	 
	Email: [   ]	 




 


[Signature Page
to Placement Agency Agreement Between

 IT Tech Packaging, Inc. and Maxim Group LLC]


 




     


     


    

 


ADDENDUM A

 INDEMNIFICATION
PROVISIONS


 


In connection
with the engagement of Maxim Group LLC (the “Lead Manager”) by IT Tech Packaging, Inc. (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Lead Manager, 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 Lead Manager and each of 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 Lead Manager, 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 Lead Manager’s willful misconduct or gross negligence in performing the services described herein,
as the case may be.


 


2. 
Promptly after receipt by the Lead Manager of notice of any claim or the commencement of any action or proceeding with respect
to which the Lead Manager is entitled to indemnity hereunder, the Lead Manager 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 Lead Manager and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Lead Manager will be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if counsel for the Lead Manager 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 Lead Manager. 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 Lead Manager, which will not be unreasonably withheld.


 


3. 
The Company agrees to notify the Lead Manager 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 Lead Manager or insufficient to hold the Lead Manager harmless,
then the Company shall contribute to the amount paid or payable by the Lead Manager, 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 Lead Manager on the other, but also the relative fault of the Company on the one hand and the Lead Manager
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 Lead Manager’s share of the liability hereunder shall not be in excess of the amount of fees actually
received, or to be received, by the Lead Manager under the Agreement (excluding any amounts received as reimbursement of expenses
incurred by the Lead Manager).


 


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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	 	Very truly yours,
	 	 	 	 
	 	MAXIM GROUP LLC
	 	 	 	 
	 	By:	/s/ Cliff Teller
	 	 	Name: 	Cliff Teller
	 	 	Title:	Head of Banking                  
	 	 	 	 
	 	 	Address for notice:
	 	 	405 Lexington Avenue
	 	 	New York, NY 10174
	 	 	Attention: James Siegel, General Counsel
	 	 	Email: jsiegel@maximgrp.com




 


Accepted and Agreed to as of 

the date first written
above:


 


	IT TECH PACKAGING, INC.	 
	 	 	 	 
	By:	/s/ Zhenyong Liu	 
	 	Name:  	Zhenyong Liu	 
	 	Title: 	Chief Executive Officer 	 
	 	 
	Address for notice:	 
	 	 
	Science Park, Juli Rd,	 
	Xushui District, Baoding City	 
	Hebei Province, The People’s	 
	Republic of China 072550	 
	Tel: 011 - (86) 312-8698215	 
	Attn: Zhenyong Liu	 
	Email: [   ]	 




 


[Signature Page to
Indemnification Provisions 

Pursuant to Placement Agency Agreement


between IT Tech Packaging, Inc.
and Maxim Group LLC]


 




     


     


    

 


Exhibit A


 


Lock-Up Parties


 


	Name	 	Title
	Zhenyong Liu	 	Chief Executive Officer and Chairman of the Board
	Jing Hao	 	Chief Financial Officer
	Dahong Zhou	 	Secretary
	Marco Ku Hon Wai	 	Director
	Wenbing Christopher Wang	 	Director
	Fuzeng Liu	 	Director
	Lusha Niu	 	Director



 




     


     


    

 


Exhibit B


 


Form of Lock-Up Agreement