Exhibit
10.2


 


FORM OF PLACEMENT AGENCY AGREEMENT


 


 


[Placement Agent]


[  ], 2021


 


Ladies and Gentlemen:


 


This letter (this “Agreement”)
constitutes the agreement between Color Star Technology Co. Ltd. (the “Company”) and ________ (“___________”
or the “Placement Agent”) pursuant to which __________shall serve as the placement agent for the Company, on a reasonable
“best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of
its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees
that ________’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this
Agreement does not constitute a commitment by __________to purchase the Securities and does not ensure the successful placement of the Securities
or any portion thereof or the success of ___________with respect to securing any other financing on behalf of the Company.


 


		1.	Appointment of FT Global as Exclusive Placement Agent. 



 


On the basis of the representations,
warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the
Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its Securities to be
offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”) on Form F-3 (File No. 333-236616), and the Placement Agent agrees to act as the Company’s exclusive placement agent.
Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the Securities
of the Company in the proposed Offering. Until the final closing or upon termination of this Agreement pursuant to Section 5 hereof, the
Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other
than through the Placement Agent. The Placement Agent will use its reasonable “best efforts” to solicit offers to purchase
the Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement
Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser (as defined below) whose
offer to purchase Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided
in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event
any such purchase is not consummated for any reason. The Company acknowledges that under no circumstances will the Placement Agent be
obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the Securities, the Placement Agent
shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis
and not on a “principal” basis. Following the prior written consent 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 Offering.


 


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


 






     


     


    

 


		2.	Fees; Expenses; Other Arrangements.



 


A.
Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash
by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement
Fee”) equal to seven percent (7.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities,
at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”);
and the Company shall issue to the Placement Agent or its designee(s) at the Closing a three-year warrant to purchase such number of Ordinary
Shares (as defined in Section 3) equal to three percent (3.0%) of the Ordinary Shares sold in this Offering (or underlying any convertible
Securities sold in the Offering, which shall be calculated based on the maximum number of Ordinary Shares that may be issued to Investors
(as defined below) in the Offering, but shall exclude any Ordinary Shares issuable upon exercise of the Warrants issued in the Offering)
at an exercise price of $1.00, which warrant shall be exercisable in full or in part at any time beginning one hundred eighty (180) days
after the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (as defined in
Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct
from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the
Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed three (3) years from
the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell,
transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent
Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance
with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule
5110(e)(2).


 


B.
Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without
limitation, (a) all filing fees and expenses relating to the registration of the Securities with the Securities and Exchange Commission
(the “Commission”); (b) all FINRA filing fees; (c) all fees and expenses relating to the listing of the Ordinary Shares
on the Nasdaq Capital Market (the “Exchange”); (d) the costs of all mailing and printing of the documents related to
the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (f) the
fees and expenses of the Company’s accountants; (g) travel expenses and diligence expenses not to exceed $30,000; and (h) legal
fees of FT Global’s counsel not to exceed $80,000. The Placement Agent may deduct from the net proceeds of the Offering payable
to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however,
that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent to the extent required by Section
5 hereof promptly after such termination.


 


C.
Tail Financing. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement 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 Tail Financing is provided to the Company by any investors that the Placement Agent has contacted on behalf of the Company or
investors that the Placement Agent had “wall-crossed” in connection with this Offering (or any entity under common management
or having a common investment advisor), if such Tail Financing is consummated at any time within the twelve (12) month period following
the termination of this Agreement. Prior to ten (10) days after termination or expiration of this Agreement, the Placement Agent will
provide a written list of such investors that the Placement Agent had “wall-crossed” in connection with this Offering. Any
right to the fees provided by this paragraph shall be terminated upon termination of this Agreement by the Company for “Cause,”
which shall mean a material breach by the Placement Agent of this Agreement or a material failure by the Placement Agent to provide the
Services as contemplated by this Agreement.


 


D.
The Services provided by the Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer
any rights upon any persons or entities not a party hereto (including, without limitation, securityholders, employees or creditors of
the Company) as against the Placement Agent or its directors, officers, agents and employees.


 






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		3.	Description of the Offering. 



 


The Securities to be offered
directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”
or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company
and the Investors (the “Securities Purchase Agreement”) shall consist of the Company’s ordinary shares (“Ordinary
shares”) and certain warrants to purchase Ordinary Shares (the “Warrants,” and collectively with the Ordinary
Shares, the “Securities”). The purchase price for one Share and accompanying Warrant shall be $0.70 per unit of Securities
(the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose
offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss,
claim, damage or expense arising from or as a result of such default by the Company under this Agreement.


 


		4.	Delivery and Payment; Closing.



 


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


 


		5.	Term and Termination of Agreement. 



 


The term of this Agreement
will commence upon the execution of this Agreement and will terminate on the earlier of the closing of this Offering or thirty (30) days
from the date hereof. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating
to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s
obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. If any condition specified
in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice
to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any
other party, except that those portions of this Agreement specified in Section 19 shall at all times be effective and shall survive such
termination.


 


		6.	Permitted Acts. 



 


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


 






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		7.	Representations, Warranties and Covenants of the Company.



 


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


 


A.
Registration Matters.


 


i. The Company
has filed with the Commission a registration statement on Form F-3 (File No. 333-236616) including a related prospectus, for the
registration of certain securities (the “Shelf Securities”), including the Ordinary Shares, Warrants, and
Ordinary Shares underlying the Warrants and the Placement Agent Securities, under the Securities Act and the rules and regulations
thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the
Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement
as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the
documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a
part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act
Regulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference to
a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of
sale for the Securities, which time shall be considered the “new effective date” of such registration statement with
respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of
such time, the documents incorporated or deemed incorporated by reference therein at such time and the documents otherwise deemed to
be a part thereof as of such time pursuant to Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of
the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such
filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus offering
the Shelf Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Placement
Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the
“Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically related to the
Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by
the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to, collectively,
as the “Prospectus,” and the term “Preliminary Prospectus” means any preliminary form of the
Prospectus, including any preliminary prospectus supplement specifically related to the Securities filed with the Commission by the
Company with the consent of the Placement Agent.


 


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


 


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


 


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


 


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


 






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


 


B.
Stock Exchange Listing. The Ordinary Shares are approved for listing on the Exchange and the Company has taken no action
designed to, or likely to have the effect of, delisting the Ordinary Shares from the Exchange, nor has the Company received any notification
that the Exchange is contemplating terminating such listing.


 


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


 


D.
Disclosures in Registration Statement.


 


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



 


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


 


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


 


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


 






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(d) Neither the
Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to
Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or
will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement Agent’s
Information.


 


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


 


iii. Changes
After Dates in Registration Statement.


 


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


 


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


 






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E. Transactions
Affecting Disclosure to FINRA.


 


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


 


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


 


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


 


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


 


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


 


G. Restriction on
Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period of 180
days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement
Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of
capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the
Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of
capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the
Company, other than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of shares of capital stock of the Company or such other
securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).
The restrictions contained in this section shall not apply to the issuance of (a) Ordinary Shares or options to employees, officers
or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose
for services rendered to the Company; (b) securities upon the exercise or exchange of or conversion of any Securities issued
hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the
date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in
connection with stock splits or combinations) or to extend the term of such securities; (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith during the Lock-up Period, and provided that any such
issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating
company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d)
issuance of Ordinary Shares at a premium of a minimum of 40% over the per share Purchase Price.


 






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H. Variable Rate
Transactions. From the date hereof until one (1) year after the Closing Date, the Company shall be prohibited from effecting or
entering into an agreement to effect any issuance by the Company or any of its subsidiaries of equity securities or equity security
equivalents (or a combination of units thereof) involving a Variable Rate Transaction. For purposes of this Agreement,
“Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any debt or equity
securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares
either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B)
with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such
debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of
the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but
not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Placement Agent
shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition
to any right to collect damages.


 


		8.	Conditions of the Obligations of the Placement Agent. 



 


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


 


A. Regulatory
Matters.


 


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


 


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


 


iii. Listing
of Additional Shares. On or before the Closing Date of this Agreement, the Company shall have filed a notice with the Exchange
with respect to the Company’s additional listing of the securities sold in the Offering.


 


B. Company Counsel
Matters. On the Closing Date, the Placement Agent shall have received the favorable opinion from Kaufman & Canoles, P.C.,
outside counsel for the Company, and the favorable opinion of Conyers Dill & Pearman, PC, Cayman Islands counsel, and [_], PRC
Counsel for the Company, in each case, dated the Closing Date and addressed to the Placement Agent, substantially in form and
substance reasonably satisfactory to the Placement Agent.


 


C. Comfort
Letter. The Placement Agent shall have received a letter dated the Closing Date, in form and substance satisfactory to the
Placement Agent, from the Company’s independent public accountants, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” with respect to the financial statements and certain financial
information contained in the Registration Statement and Prospectus.


 






    8


     


    

 


D. Officers’
Certificate. On the Closing Date, the Placement Agent shall have received a certificate of the chief executive officer and chief
financial officer of the Company, dated the Closing Date, to the effect that, (i) such officers have carefully examined the
Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the
Registration Statement and each amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any
untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free
Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the
respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made,
not misleading; and (ii) as of the Closing Date the representations and warranties of the Company contained herein and in the
Securities Purchase Agreement were and are accurate in all material respects, and that the obligations to be performed by the
Company hereunder have been fully performed in all material respects.


 


E. Secretary’s
Certificate. On the Closing Date, the Placement Agent shall have received from the Company a certificate of the corporate
secretary of the Company, dated the Closing Date, certifying to the organizational documents of the Company, good standing in the
jurisdiction of formation of the Company and board resolutions authorizing the Offering of the Securities.


 


F. Indemnification
Escrow. On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a
mutually agreeable escrow agent, pursuant to which $100,000 of the proceeds of the Offering will be deposited by the Company, in
connection with the payments of the Company’s indemnification obligations pursuant to Section 9. All remaining funds in the escrow
account that are not subject to an indemnification claim as of the twelve (12) month anniversary of the Closing Date will be
returned to the Company in accordance with the terms of the Escrow Agreement. The Company shall pay the reasonable fees and expenses
of the escrow agent.


 


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


 


H. Delivery of
Agreements.


 


(i) Placement Agent
Warrant. On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy of the Placement Agent Warrant
in such designations as requested by the Placement Agent.


 


(ii) Escrow Agreement.
On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy of the Escrow Agreement.


 


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


 






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		9.	Indemnification and Contribution; Procedures. 



 


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


 


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


 






    10


     


    

 


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


 


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


 


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


 






    11


     


    

 


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


 


		10.	Limitation of FT Global’s Liability to the Company. 



 


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


 


		11.	Limitation of Engagement to the Company. 



 


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


 


		12.	Amendments and Waivers. 



 


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


 


		13.	Confidentiality.



 


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


 






    12


     


    

 


		14.	Headings. 



 


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


 


		15.	Counterparts. 



 


This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same instrument. The words “execution,” “signed”
and “signature” and words of like import in this Agreement and all documents relating thereto, shall (to the extent permissible
under governing documents) include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law.


 


		16.	Severability. 



 


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


 


		17.	Use of Information. 



 


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


 


		18.	Absence of Fiduciary Relationship. 



 


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


 






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



 


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


 


		20.	Governing Law; Service of Process. 



 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein,
without regard to its choice of law provisions. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The parties hereto
expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan.
The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the
City and County of New York, Borough of Manhattan.


 


		21.	Notices. 



 


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


 


If to the Company:


 


Color Star Technology Co. Ltd.


800 3rd Ave., Ste. 2800


New York, NY 10022


Attention: Chairman and CEO


 


If to the Placement Agent:


 


[  ]Attention: President


 


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


 


		22.	Miscellaneous. 



 


This Agreement constitutes
the entire agreement of FT Global and the Company, and supersedes any prior agreements, with respect to the subject matter hereof; provided
that notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms
and conditions of that certain engagement letter between the Company and Placement Agent dated as of March 25, 2021, shall remain in full
force and effect. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect.


 


		23.	Successors. 



 


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


 


[SIGNATURE PAGE TO FOLLOW]



 






    14


     


    

 


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


 


	 	Very truly yours,
	 	 
	 	COLOR STAR TECHNOLOGY CO. LTD.
	 	 
	 	By:	 
	 	 	Name:  	Basil Wilson
	 	 	Title: 	Chief Executive Officer



 


	 	Confirmed as of the date first written above:
	 	 
	 	[  ]
	 	 	 
	 	By:	 
	 	 	Name:  	[  ]
	 	 	Title:	President/Officer 






 






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SCHEDULE I


 


Issuer General Use Free Writing
Prospectuses


 


None.


 


 


16