Exhibit 4.1


 





 


April 6, 2018


 


Ms. Jingping Li


Chairwoman & CEO


China Lending Corporation


473
Satellite Road, 11thFloor 


Economic
Technological Development Zone 


Urumqi,
Xinjiang, China, 830000


 


		Re:	Exclusive Placement Agent Agreement



 


Dear Ms Li:


 


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 Exclusive
Placement Agent for China Lending Corporation (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.


 


 


 


 


 


 


 


 


 


1200 Abernathy Road, Suite 1700, Atlanta,
GA, 30328


770-350-2698 (Office), 770-551-8184 (Fax) 




     


     


    

 


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 point five percent (7.5%) 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
fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky”
securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation,
all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Placement
Agent’s counsel, it being agreed that such fees and expenses will be fixed at $15,000 only to be paid at Closing.
The Company shall reimburse Placement Agent for its legal expenses in an amount of $25,000 only
to be paid at Closing.


 


(B) Upon each Closing,
if and only if there are any warrants issued to Investor in connection with the transaction, 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 eight percent (6%) of the aggregate number of Shares placed in the Placement (or underlying any convertible
Securities sold in the Placement) 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 exercise price, anti-dilution and registration rights, as the
warrants issued to the Investors in the Placement, 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), 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 introduced to the Company
during the Term or any investors that participated in the Placement, if such Tail Financing is consummated at any time within the
12-month period following the termination of this Agreement (the “Tail Period”).


 



    	 	2	 



     


    

 


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 F-3
(Registration File No. 333-223465) under the Securities Act of 1933, as amended (the “Securities Act”), which
became effective on March 22, 2018 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.


 



    	 	3	 



     


    

 


(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.


 



    	 	4	 



     


    

 


(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 six 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) 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.


 



    	 	5	 



     


    

 


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 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 located in Fulton County or into the Federal Court located in New York City,
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 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.


 



    	 	6	 



     


    

 


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 Ko
	 	 	Name: 	Patrick J.  Ko
	 	 	Title:	President
	 	 	 	 
	 	Address for notice:
	 	FT Global Capital, Inc.
	 	1200 Abernathy Road, Suite 1700
	 	Atlanta, GA, 30328
	 	Fax: 770-551-8184




 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 	 
	By:	 /s/ Jingping Li	 
	 	Name:	Jingping Li	 
	 	Title:	Chairwoman & Chief Executive Officer	 
	 	 	 	 
	Address for notice:	 
	China Lending Corporation	 
	473 Satellite Road, 11thFloor 	 
	Economic Technological Development Zone 	 
	Urumqi, Xinjiang, China, 830000	 
	Fax:	 




 




    	 	7	 



     


    

 


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.


 


 


 


 


 


 


 


 


1200 Abernathy Road, Suite 1700, Atlanta,
GA, 30328


770-350-2698 (Office), 770-551-8184 (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.