Exhibit 10.2


 


July 13, 2021


 


Inmune Bio Inc.


980 North Federal Highway, Suite 110


Boca Raton, FL 33432


Attention: Raymond J. Tesi   


   Chief Executive
Officer


 


Dear Dr. Tesi:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is
also referred to herein as the “Placement Agent”), and Inmune Bio Inc., a company organized under the laws of
the state of Nevada (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on
a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares
of common stock, par value, $0.001 per share (the “Shares”). The Shares actually placed by the Placement Agent are
referred to herein as the “Placement Agent Securities.” The Placement Agent Securities shall be offered and sold under
the Company’s registration statement on Form S-3 (File No. 333-254221) with respect to the Placement Agent Securities. The documents
executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation,
a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as
the “Transaction Documents.” The purchase price to the Purchasers for each Share is $22.00. The Placement Agent may
retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. 


 


The terms of the Placement
shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or
authority to bind the Company or any Purchaser, or an obligation for the Company will issue any Securities or complete the Placement.
The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect
to securing any other financing on behalf of the Company. Certain affiliates of the Placement Agent may participate in the Placement by
purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase
Agreement between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms
that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase
Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 






     


     


    

 


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


 


A. Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related
disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement,
is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement
and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents
and warrants that there are no affiliations with any FINRA member firm participating in the Placement among the Company’s officers,
directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company.


 


B.
Covenants of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public
accountants for a period of at least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Securities for a period of three (3) years after the Closing Date.


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the Financial
Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United
States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be
a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into
and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change
in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will each use its reasonable
best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of
applicable law.  


 


SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective
designees a total cash fee equal to six percent (6.0%) of gross proceeds from the Placement of the total amount of Placement Agent
Securities sold, with a credit of 1.0% to the Company (the “Cash Fee”) and an accountable expense allowance as
set forth in Section 4 below. The Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof
as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s
aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION 4. EXPENSES.
The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to
the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses
of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the
issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s counsel, independent
public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules,
consents and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments and supplements
thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in
connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the
Placement Agent Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other
country; (vii) the fees and expenses associated with including the Placement Agent Securities on the Trading Market; (ix) up to
$35,000 for accountable expenses related to legal fees of counsel to the Placement Agent, IPREO software related expenses,
background check expenses, tombstones and marketing related expenses, including road show expenses if they are incurred.
Notwithstanding the foregoing, any advance received by the Placement Agent will be reimbursed to the Company to the extent not
actually incurred in compliance with FINRA Rule 5110(g)(4)(A). In the event that this Agreement shall not be carried out for any
reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be
obligated to pay to the Placement Agent its actual and accountable out-of-pocket expenses related to the transactions contemplated
herein then due and payable (including the fees and disbursements of Representative Counsel) up to $35,000 and upon demand the
Company shall pay the full amount thereof to the Placement Agent; provided, however, that such expense cap
in no way limits or impairs the indemnification and contribution provisions of this Agreement.


 






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SECTION 5. INDEMNIFICATION.


 


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


 


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


 


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


 


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


 


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


 






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SECTION 6. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) July 20, 2021 and (ii) the Closing Date. The
date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in the
course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate the engagement, the Placement Agent
may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination
Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold in the Placement.
Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually
earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein will
survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all
fees due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination
Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information
concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 7. COMPANY
LOCK-UP AGREEMENT. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the
Placement Agent not to be unreasonably withheld, it will not, for a period beginning on the date of this Agreement and ending on the date
that is the 90th day after the date of this Agreement, (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; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a
traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above
is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.


 


Notwithstanding the foregoing,
this Section 7 shall not apply in respect of an Exempt Issuance.


 


SECTION 8 PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without each of the Placement Agent’s prior written
consent.


 


SECTION 9 NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or
entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and
agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities
to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement
Agent hereunder, all of which are hereby expressly waived.


 






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SECTION 10 CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,
except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


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


 


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


 


C.
The Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the Common Stocks under the Exchange Act or delisting or suspending from trading the Shares from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


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


 


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


 


F. The
Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers,
directors and 5% or greater securityholders FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements
of this Agreement. The Company has filed the Base Prospectus with FINRA or meets the definition of an Eligible Issuer. In addition, the
Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf,
any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing
fees required in connection therewith.


 






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If any of the conditions specified
in this Section 10 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder
may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the
Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 11
GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of law. This
Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by
jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any
dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in
New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


 


SECTION 12. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or
any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement
Agent Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an
original thereof.


 


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


 


SECTION 14 Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement
and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and
to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By:   	 
	 	 	Name: Thomas Higgins
	 	 	Title: Managing Director



 


	 	Address for notice:
	 	
    590 Madison Avenue 36th Floor

    New York, New York 10022

    Attn: Thomas J. Higgins

    Email: thiggins@allianceg.com 




 


Accepted and Agreed to as of


the date first written above:


  


	INMUNE BIO, INC.
	 
	By:		 
	 	Name: Dr. Raymond J. Tesi	 
	 	Title: Chief Executive Officer	 
	 
	Address for notice:
	
    980 North Federal Highway, Suite 110

    Boca Raton, FL 33432

	 
	Attention: Raymond J. Tesi
	   Chief Executive Officer
	   Email: rtesi@inmunebio.com
	 


 


 


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