EXHIBIT
10.2


 


PLACEMENT
AGENCY AGREEMENT


 


FT
Global Capital, Inc.


5
Concourse Parkway, Suite 3000


Atlanta,
GA, 30328


July
15, 2021


 


Ladies
and Gentlemen:


 


This
letter (this “Agreement”) constitutes the agreement between Dogness (International) Corporation, a British Virgin
Islands company (the “Company”) and FT Global Capital, Inc. (“FT Global”) pursuant to which FT
Global shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company,
on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”)
by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that FT Global’s
obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute
a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof
or the success of FT Global placing the Securities.


 


		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. 333-229505), and FT Global 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 earlier 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 Company acknowledges that the Placement Agent
will act as an agent of the Company and 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 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. 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.


 


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 Placement Agent services related to the Offering are subject to market conditions and the receipt of all required
related clearances and approvals.


 




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		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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the
Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing
Date”); and the Company shall issue to the Placement Agent or its designees at the Closing three-year warrants to purchase
such number of Shares (as defined in Section 3) equal to 8.0% of the Shares sold in this Offering at an exercise price of $1.82 (the
“Placement Agent Warrant” and together with the shares of Common Stock 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 Placement Agent hereby agrees that the holder of the Placement Agent Warrants will not: (a) sell, transfer,
assign, pledge or hypothecate the Placement Agent Warrants or the securities issuable thereunder for a period of one hundred eighty
(180) days beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agents, or an
officer, partner, registered person or affiliate of the Placement Agents, in each case in accordance with FINRA Rule 5110(e)(1), or
(b) cause the Placement Agent Warrants or the securities issuable thereunder to 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 Warrants or the
securities thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the
Offering, 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 Commission; (b) all FINRA Public Offering
filing fees; (c) all fees and expenses relating to the listing of the Shares on the NASDAQ Stock Market; (d) the costs of all
mailing and printing of the Offering documents; (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 $15,000; and (h) legal fees of FT Global’s counsel not to exceed $25,000. 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.


 


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 12-month period
following the termination of this Agreement (the “Tail Period”).


 


		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 shares (the “Shares” or “Securities”) of the Company’s Class A common stock (“Common
Stock”). The purchase price shall be $1.82 per Share (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
Shares 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 or a legal holiday or a day on which banking
institutions are authorized or obligated by law to close in New York, New York.


 




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		5.	Term
                                            and Termination of Agreement.



 


The
term of this Agreement will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering
or 11:59 p.m. (New York Time) on the fifth Business Day after 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.


 


		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 Securities and Exchange Commission (the “Commission”), that:


 


A. Registration
Matters.


 


i.
The Company has filed with the Commission a registration statement on Form F-3 (File No. 333-229505) including a related prospectus,
for the registration of certain securities (the “Shelf Securities”), including the Shares, 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 to 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 pursuant
to Form F-3 under the Securities Act 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 pursuant to Form F-3 under the Securities Act 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 covering
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.


 




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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.


 


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 aggregate market value of the Securities being sold
pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of
Form F-3.


 


B. Stock
Exchange Listing. The Common Stock is approved for listing on the NASDAQ Global Market (the “Exchange”) and
the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock 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.


 




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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 following paragraphs in the “Plan of Distribution” section of the Prospectus:
(i) the name of the Placement Agent, and (ii) the information under the subsection “Fees and Expenses” (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


 


(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.


 




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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 (each, a “Governmental Entity”),
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) shares of common stock issued upon 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.


 


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 engagement letters.


 




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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
six months 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 (i) the issuance by the Company of Common Stock upon the exercise of
stock options, warrants or the conversion of a security, in each case, that is outstanding on the date hereof, or (ii) the grant by
the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any stock
compensation plan of the Company in effect on the date hereof.


 


H. Lock-Up
Agreements. The Company has caused each of its officers, directors and 2% shareholders to deliver to the Placement Agent an
executed Lock-Up Agreement, in the form attached as Exhibit A hereto (the “Lock-Up Agreement”).


 


		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.


 




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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 received clearance from The Nasdaq
Stock Market, Inc. with respect to the Company’s application for the 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 of Kaufman & Canoles,
outside counsel for the Company, 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 such 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.


 


D. 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.


 


E. Delivery
of Agreements.


 


(i)
Lock-Up Agreements. On or before the Closing Date of this Agreement, the Company shall have delivered to the Placement Agent executed
copies of the Lock-Up Agreements from each of the Company’s officers and directors.


 


(ii)
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.


 


F. Additional
Documents. At the Closing Date, Placement Agent 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 Counsel.


 




    	 	8	 



     


    

 


		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
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).


 




    	 	9	 



     


    

 


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.


 


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	 



     


    

 


		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.


 


		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.


 




    	 	11	 



     


    

 


		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.


 


		16.	Severability.



 


In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


		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 Agents 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.


 


		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 Placement Agent, any
person who controls any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act
or any affiliate of any 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.


 




    	 	12	 



     


    

 


		20.	Governing
                                            Law.



 


This
Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made and to
be fully performed therein. 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 Fulton County, Georgia. The parties hereto expressly agree to submit themselves to the
jurisdiction of the foregoing courts in Fulton County, Georgia. The parties hereto expressly waive any rights they may have to contest
the jurisdiction, venue or authority of any court sitting in Fulton County, Georgia.


 


		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:


 


No.
16, N. Dongke Rd.


Tongsha
Industrial Zone


Dongguan,
Guangdong 523000


People’s
Republic of China


Telephone:
+86-769-88753300


Attention:
Yunhao Chen, Chief Financial Officer


 


If
to the Placement Agent:


 


FT
Global Capital, Inc.


5
Concourse Parkway, Suite 3000


Atlanta,
GA, 30328


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. 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. This Agreement
may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


		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.


 


		24.	Partial
                                            Unenforceability.



 


The
invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity 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 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.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 	13	 



     


    

 


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,	 
	 	 	 
	Dogness (International) Corporation	 
	 	 	 
	By:
    	 	 
	Name:	            	 
	Title:	 	 


 


	Confirmed as of the date first written above:	 
	 	 	 
	FT GLOBAL CAPITAL, INC.	 
	 	 	 
	By:	 	 
	Name: 	Patrick Ko	 
	Title: 	President	 


 




    	 	14	 



     


    

 


SCHEDULE
I


 


Issuer
General Use Free Writing Prospectuses


 


None


 




    	 	15	 



     


    

 


Exhibit
A


Lock-Up
Agreement


 


July
15, 2021


 


FT
Global Capital, Inc.


5
Concourse Parkway, Suite 3000


Atlanta,
GA, 30328


Attention:
President


 


Ladies
and Gentlemen:


 


The
undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency
Agreement (the “Agreement”) with Dogness (International) Corporation, a British Virgin Islands company (the “Company”),
providing for the public offering (the “Public Offering”) of shares (the “Shares”) of the Company’s
Class A common stock (the “Common Stock”).


 


To
induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending
six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering
(the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition
(collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise
any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale,
pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent
of the Placement Agent in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after
the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of
Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will
or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family
member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities
to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited
liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of
similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing
clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver
to the Placement Agent a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a)
of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities
except in compliance with this lock-up agreement.


 




    	 	16	 



     


    

 


Any
release or waiver granted by the Placement Agent hereunder shall only be effective two (2) business days after the publication date of
a press release announcing such release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected
solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the
same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such
transfer.


 


No
provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities
exercisable or exchangeable for or convertible into Common Stock, as applicable; provided that the undersigned does not transfer
the Common Stock acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to
the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification
of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to
cause the sale of any Lock-Up Securities within the Lock-Up Period).


 


The
undersigned understands that the Company and the Placement Agent are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns.


 


The
undersigned understands that, if the Agreement is not executed within 30 days of the date hereof, or if the Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be
sold thereunder, then this lock-up agreement shall be void and of no further force or effect.


 


Whether
or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only
be made pursuant to an Agreement, the terms of which are subject to negotiation between the Company and the Placement Agent.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 	17	 



     


    

 


	 	Very
    truly yours,
	 	 
	 	 
	 	(Name
    - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name
    of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title
    of Signatory, in the case of entities - Please Print)


 




    	 	18