Exhibit 10.2


 


December 2, 2020


 


Auris Medical Holding
Ltd.


Clarendon House


2 Church Street


Hamilton HM1


Bermuda


 


Dear Mr. Meyer:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Auris Medical
Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), that the Placement
Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of the Company’s Common Shares, par value of CHF 0.01 per
share (the “Common Shares” or the “Securities”). The Securities actually placed by the Placement
Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement 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 will issue any Securities or complete the Placement. The Company expressly acknowledges and agrees
that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this
Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful
placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing
on behalf of the Company. 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. Certain affiliates of the Placement Agent may participate in the Placement by purchasing
some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by a securities
purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser, in a form reasonably acceptable
to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms
in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer
inquiries from prospective Purchasers.


 


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


 


A. Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any
related disclosure schedules thereto) 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 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 securityholder of the Company, except
as set forth in the Purchase Agreement.


 






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B. Covenants
of the Company. From the date hereof until sixty (60) days after the Closing Date, neither the Company nor any Subsidiary shall
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Stock Equivalents,
except that such restriction shall not apply with respect to an Exempt Issuance.


 


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 United States
of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a
corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and
perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change
in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable
best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable
law.  


 


SECTION 3.  COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent and/or its respective
designees a cash fee of 7.00% of the aggregate gross proceeds raised from the sale of the Placement Agent Securities (the “Cash
Fee”). The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay the Placement Agent any
fees or expenses except for the Cash Fee, the reimbursement of up to $40,000 in legal expenses and clearing agent fees and expenses,
and the reimbursement of out of pocket expenses of the Placement Agent in connection with marketing the transaction (i.e., roadshow
expenses, background checks, tombstones, etc.), with respect to the engagement hereunder; provided, however, that the reimbursement
of legal, clearing agent fees and expenses, and out of pocket expenses of the Placement Agent shall not exceed $40,000 in the aggregate;
provided, further, that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein.
The Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.


 


SECTION 4. INDEMNIFICATION.


 


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


 


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


 






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


 


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


 


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


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) January 1, 2021 and (ii) the Closing
Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event,
however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement,
the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any
reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with
respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein,
the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, to pay expenses
pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution contained herein
will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement,
all fees and expenses 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.


 


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


 






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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 Placement Agent Securities hereunder are subject to
the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein
and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and
to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement
Agent:


 


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


 


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


 


C. The
Placement Agent shall have received customary certificates of the Company’s executive officers, as to the accuracy of the
representations and warranties contained in the Purchase Agreement, and a certificate of the Company’s secretary certifying
that the Company’s charter documents are true and complete, have not been modified and are in full force and effect; (ii)
that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect and have
not been modified; and (iii) as to the incumbency of the officers of the Company.


 


D. The
Placement Agent shall have received an executed lock-up agreement and an executed FINRA questionnaire from each of the Company
(with respect to the FINRA questionnaire only) and the Company’s executive officers and directors.


 


E. The
Common Shares shall be listed and admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange
and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action
designed to, or likely to have the effect of terminating the registration of the Common Shares under the Exchange Act or delisting
or suspending from trading the Common 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.


 






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


 


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


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement
Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 9. 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 this Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


  






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SECTION 10. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties,
agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 12. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to
the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)
the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c)
the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as set forth on the signature pages hereto.


 


SECTION 13. Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By: 	/s/ Thomas T. Higgins
	 	 	Name: 	Thomas T. Higgins
	 	 	Title:	Managing Director
	 	 
	 	Address for notice:
	 	
        590 Madison Avenue 36th Floor

        New York, New York 10022

        Attn: Thomas Higgins

        Email:
        thiggins@allianceg.com   



 


Accepted and Agreed
to as of


the date first written
above:


 


	AURIS MEDICAL HOLDING LTD.
	 
	By: 	/s/ Thomas Meyer	 
	 	Name:  	Thomas Meyer	 
	 	Title: 	Chief Executive Officer	 
	 	 	 	 
	 	Address for notice:	 
	 	Clarendon House	 
	 	2 Church Street	 
	 	Hamilton HM 11, Bermuda	 
	 	Attn: Thomas Meyer	 
	 	Chief Executive Officer	 


 


[Signature Page to
Placement Agent Agreement.]