Exhibit 10.1


 


 





 


                              October 28, 2020


 


Mr. Handong Cheng


Chairman & CEO


ZW Data Action Technologies Inc.


No.9 Minzhuang South Road


Beijing, P. R. China, 100195


 


Re: Lead Placement Agent Agreement


 


Dear Mr. Cheng,


 


The purpose of this
letter agreement (this “Engagement Letter” or this “Agreement”) is to set forth the terms
and conditions pursuant to which FT Global Capital, Inc. (“FTGC” or the “Placement Agent”),
shall serve as the Lead Placement Agent for ZW Data Action Technologies Inc. NASDAQ: CNET (the “Company”), on
a “best efforts” basis, in connection with any public or private offering or other financing or capital-raising transaction
of any kind (each, a “Placement”) of unregistered or registered securities (the “Securities”)
of the Company, which may include shares (the “Shares”) of the Company’s common stock (the “Common
Stock”) or securities convertible into Shares, pursuant to a private placement or, if registered, pursuant to a registration
statement.


 


This Agreement shall become effective upon
the date it is signed by the Company (the “Effective Date”). The terms of such Placement(s) and the Securities
shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”)
and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and
delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the
“Transaction Documents.” The date of each of the closings of the Placement(s) 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 or to sell any Securities and does not ensure the successful placement of any Securities
or any portion thereof. The identities of the investors to which the Placement Agent introduces the Company shall be proprietary
information of the Placement Agent and shall not be divulged to third parties by the Company, nor used by the Company outside the
scope of the Placement Agent’s engagement as described herein, other than as required by applicable law.


 


Section
1.              COMPENSATION
AND OTHER FEES.


 


(A)            
As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent a cash
placement fee upon each Closing, in an amount equal to seven percent (7%) of the aggregate offering price of the total amount of
capital received by the Company from the sale of its Securities during the term of this Agreement (the “Placement Agent
Fee”). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall
be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”)
Rule 5110. The Company agrees to reimburse the Placement Agent for all travel, due diligence or related expenses, up to $30,000
in the aggregate. In addition, the Company shall reimburse Placement Agent for its legal expense in an amount of $30,000.


 



    5 Concourse Parkway, Suite 3000, Atlanta, GA, 30328
770-350-2698 (Office), 770-353-0756 (Fax)


     


    




(B)             
Upon each Closing, the Company shall also grant Placement Agent, or its designees, at the Closing warrants (the “Placement
Agent’s Warrants”) to purchase that number of Shares equal to seven percent (7%) of the aggregate number of Shares
placed in the Placement (or underlying any convertible Securities sold in the Placement, which shall be calculated based on the
maximum number of Shares that may be issued to Investors in the Offering) to the Investors, excluding any Shares issuable upon
exercise of any warrants issued in the Placement. The Placement Agent Warrants shall have the same terms, including anti-dilution
and registration rights, as the warrants issued to the Investors in the Placement, and shall have an exercise price equal to the
lesser of the price per Share in the Offering or, if applicable, the exercise price of any warrants issued to Investors in the
Offering, subject to any limitations imposed by FINRA Rule 5110.


 


(C)             
The Placement Agent shall be entitled to a Placement Agent Fee, calculated in the manner provided in Section 1(A) and (B),
with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had contacted on
behalf of the Company, or investors “wall-crossed” by the Placement Agent in connection with the Placement during the
Term, if such Tail Financing is consummated at any time within the 12-month period following the termination of this Agreement
(the “Tail Period”). Within 10 days after termination or expiration of this Agreement, Placement Agent will
provide a written list of such investors Placement Agent had introduced or “wall-crossed” to the Company during the
Term.


 


Section
2.              COMPANY
REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, the Placement Agent on the date hereof
and on each date on which any Securities are offered that (Sections (A)-(D) shall only be applicable to any Placement completed
on a registered basis pursuant to the Securities Act (as defined below)):


 



     


     


    




(A)            
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (Registration File: 333-228061) under the Securities Act of 1933, as amended (the “Securities Act”),
which became effective on August 3, 2020, for the registration under the Securities Act of the Securities. At the time of such
filing and on the date hereof, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement
meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file
with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating
to the placement of the Securities and the plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or
before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and
any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing
of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement
(and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base
Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated
or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus”
has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary
prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents
incorporated by reference therein.


 



     


     


    




(B)             
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules
as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it
became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus,
the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of
Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date
thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with
the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference
in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and
any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the
Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in 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 (i) have not been filed as required pursuant to the Securities Act or (ii) will not be filed within the
requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale
Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have
not been described or filed as required.


 


(C)             
The Company is currently 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.


 


(D)            
The Company 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 Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Placement Agent reasonably request. 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 other than the Base Prospectus, the Time of Sale Prospectus, if any, the
Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials
permitted by the Securities Act.


 


(E)             
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%) or greater stockholder of the Company.


 



     


     


    




(F)              
The Placement Agent shall have received on each Closing Date a written opinion of counsel for the Company, dated the Closing
Date and addressed to the Placement Agent in form and substance satisfactory to the Placement Agent, which shall include, without
limitation, opinions related to (i) the corporate existence of the Company and power to operate its business; (ii) the corporate
power and authority of the Company to execute all agreements and perform its obligations related in the Placement; (iii) the ability
of the Company to enter into all agreements and perform its obligations related to the Placement without contravening or violating
(or causing the triggering of any anti-dilution or similar provisions in) its charter documents, any other agreements or any applicable
law, regulation or rule; (iv) that any Securities (and any Common Stock underlying such Securities) will be duly authorized, fully
paid, validly issued and non-assessable, as applicable; (v) that no approval, consent, order, filing or notice is required to complete
the Placement and for the Company to perform its obligations in the Placement; (vi) if the Placement is being completed pursuant
to a Registration Statement, the effectiveness of the Registration Statement and that all filings required by the Securities Act
of 1933, as amended, have been made; (vii) the listing of all Common Stock included in or underlying the Securities on any national
exchange on which the Company’s Common Stock is listed; and (viii) the Company’s status as an “investment company”
as defined in the Investment Company Act of 1940, as amended. The Placement Agent shall also have received on each Closing Date
a negative assurance letter from counsel for the Company, dated the Closing Date and addressed to the Placement Agent in form and
substance satisfactory to the Placement Agent.


 


(G)            
The Placement Agent shall be entitled to rely upon any and all representations and warranties of the Company included in
the purchase agreements entered into by the Company and the Investors in connection with the Placement, subject to the qualifications
and limitations therein, including, but not limited to, any disclosure set forth on an applicable schedule.


 


Section
3.              REPRESENTATIONS
AND WARRANTIES OF PLACEMENT AGENT. The Placement Agent represents and warrants to the Company that: (i) it will comply with
all applicable federal laws regarding trading in securities of the Company, (ii) it will not disclose any non-public material
information of the Company without the prior written consent of the Company during the Term for a period of one (1) year from
the termination date of this Agreement, and (iii) that it is a registered broker-dealer in good standing with the relevant regulatory
agencies.


 


Section
4.               ENGAGEMENT
TERM & SURVIVAL. The term of this Agreement shall be for a period of the earlier of twelve months from the Effective Date
or the completion of the Placement (the “Term”). In the event of the termination of this Agreement, the Placement
Agent’s compensation due under this Agreement will be payable in full and the compensation payable under Section 1(A) and
1(B) will continue for the twelve (12) month period commencing with such termination as set forth in Section 1(C). The provisions
of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10 and 11 of this Agreement and Appendix A shall survive this Agreement’s expiration
or termination.


 


Section
5.               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 its 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 prior written consent
of the Placement Agent.


 


Section
6.               NO
FIDUCIARY RELATIONSHIP; THIRD PARTY BENEFICIARIES. This Agreement does not create, and shall not be construed as creating
rights enforceable by any person or entity that is 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 that the Placement Agent shall not have any duties or liabilities to the equity holders or the creditors of
the Company or to any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which
are hereby expressly waived.


 



     


     


    




Section
7.               INDEMNIFICATION. The parties agree
to the terms of the Placement Agent’s standard indemnification agreement, which is attached hereto as Appendix A and incorporated
herein by reference.


 


Section
8.              ANNOUNCEMENTS. The Company grants
to the Placement Agent the right to place customary announcement(s) of the Placement in certain newspapers and to mail announcement(s)
to persons and firms selected by Placement Agent, at the Placement Agent’s expense, subject to the Company’s prior
approval, which shall not be unreasonably withheld.


 


Section
9.               GOVERNING LAW. This Agreement will
be governed by, and construed in accordance with, the laws of the State of Georgia 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 Georgia
located in Fulton County or into the Federal Court located in Atlanta, Georgia 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 reasonable attorneys' fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


Section
10.            ENTIRE AGREEMENT/MISC. 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 each of the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein
shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. 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
11.            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 delivered via facsimile at the facsimile number specified
on the signature pages attached hereto prior to 6:30 p.m. (Atlanta, Georgia time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (Atlanta, Georgia time) on any business day,
(c) the business day following the date of mailing, if sent by U.S. nationally recognized overnight 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.


 


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


 


 


 


	 	FT GLOBAL CAPITAL, INC.
	 	 
	 	 
	 	By: /s/ Patrick J. Ko
 Name: Patrick J. Ko
 Title: President
	 	 
	 	Address for notice:
	 	FT Global Capital, Inc.
	 	5 Concourse Parkway, Suite 3000
	 	Atlanta, GA, 30328
	 	Fax: 770-353-0756
	 	Email: pko@ftglobalcap.com




 


 


Accepted and Agreed to as of


the date first written above:


 


 


By: /s/
Handong Cheng


       Name:
Handong Cheng


       Title: Chairman & CEO


 


Address for notice:


ZW Data Action Technologies Inc.


No.9 Minzhuang South Road


Beijing, P. R. China, 100195


Email: chenghandong@chinanet-online.com


Fax:


 



     


     


    




APPENDIX A - INDEMNIFICATION PROVISIONS


 





(A)       The
Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors,
employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates
within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement
Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against
all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all
expenses) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made
or any statements omitted to be made) by the Company or its respective affiliates in connection with this Agreement, the Placement
or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity
with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or
which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority
involving the Company or any transaction arising under any agreements between the Company and the Placement Agent or (B) are otherwise
related to or arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant
to this Agreement or (C) in any way involving or alleged to involve the Company, any Placement or any Securities. The Company will
not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence
which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or willful
misconduct. In addition, the Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse
each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred
by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether
or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights
of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any
indispensable party or by way of a counterclaim in any litigation within the scope of this provision. The Company agrees to advance
such expenses incurred by an Indemnified Person pursuant to which indemnity may be sought hereunder within thirty (30) days after
receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of
any proceeding. Such advances shall be unsecured and interest free and without regard to the Indemnified Person’s ultimate
entitlement to indemnification under the other provisions of this Agreement. Indemnified Persons shall be entitled to continue
to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement
to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists.
Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that
the Indemnified Person is not entitled to be indemnified by the Company under the provisions of this Agreement.


 



    5 Concourse Parkway, Suite 3000, Atlanta, GA, 30328
770-350-2698 (Office), 770-353-0756 (Fax)


     


    




(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, and the Company will assume the defense of such action or proceeding and will
employ counsel reasonably satisfactory to the Placement Agent and will pay the 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 determines that to do so would be in the best interests of the Placement
Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company.
The Company will have the exclusive right to settle the claim or proceeding at its sole expense provided that the Company obtains
a full and unconditional release of any claims against the Placement Agent and the Indemnified Persons from all liability on claims
that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of Placement Agent or any Indemnified Person.


 


(C)       The
Company and the Placement Agent and any Indemnified Persons agree to notify each other promptly of the assertion of any claim or
the commencement of any action or proceeding relating to a transaction contemplated by this engagement letter.


 


(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 reasonably 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 by Placement Agent under this engagement letter (excluding any amounts received as reimbursement of expenses
incurred by 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 engagement letter or otherwise.