Exhibit 10.2


 


February 21, 2022


 


Color Star Technology Co. Ltd.


7 World Trade Center, Suite 4621


New York, NY 10007


Attention: Lucas Capetian, Chairman and CEO


 


Dear Mr. Capetian:


 


This letter (the “Agreement”)
constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Color Star
Technology, Co. Ltd., a Cayman Islands company (the “Company”), pursuant to which 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 ordinary shares of the Company, par value $0.001 per share (the “Shares” or the
“Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers
(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 to issue any Securities
or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with
the Placement, including but not limited to the Purchase Agreement (as defined below) and the Lock-Up Agreements shall be collectively
referred to herein as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein
as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder
are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement
Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of the Placement Agent’s with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other
brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities
to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company
and such Purchaser in a form reasonably acceptable to the Company and the Placement Agent. 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. 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:


 


1. The Company has prepared
and filed with the Commission a registration statement on Form F-3 (Registration No. 333-256508) (as amended, the “Registration
Statement”), including the exhibits thereto, as amended at the date of this Agreement, the “Registration Statement”)
registering the Securities pursuant to the Securities Act of 1933, as amended (the “Securities Act”) for the registration
of the Securities, and the Registration Statement became effective on June 23, 2021. At the time of such filing, the Company met the requirements
of Form F-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities
Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules
and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of
prospectus included in such Registration Statement relating to the placement of the Securities and the plan of distribution thereof and
has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth
therein. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement
to the Registration Statements, the Base Prospectus or the Prospectus Supplement shall each be deemed to refer to and include the documents
incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed under
the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the
case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the
filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statements, the Base Prospectus or the Prospectus Supplement (and
all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information
which is or is deemed to be incorporated by reference in the Registration Statements, the Base Prospectus or the Prospectus Supplement,
as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the
Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge,
is threatened by the Commission.


 






     


     


    

  


2. The Registration Statement
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statements and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if
applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Registration Statement, Base Prospectus and the Prospectus Supplement, each
as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations.
Each of the Registration Statement, the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not
contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they
were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and
Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference
in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any
further documents so filed and incorporated by reference in the Registration Statements, the Base Prospectus, or Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the
applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective
amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or
in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no
documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed
as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other
documents required to be described in the Registration Statements, the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits
or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the
requisite time period.


 


3. The Company is eligible
to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing
prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the
Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that
was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities
Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement
Agent, prepare, use or refer to, any free writing prospectus.


 






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4. There are no affiliations
with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater
shareholder of the Company, except as set forth in the Registration Statement and SEC Reports.


  


B. Covenants of the
Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of
the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies
of the Registration Statement (without exhibits), the Registration Statements, the Base Prospectus, and the Prospectus Supplement, as
amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any
of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection
with the offering and sale of the Securities pursuant to the Placement other than the Registration Statements, the Base Prospectus, the
Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted
by the Securities Act.


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered
as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable to the offers
and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate 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 as such. The Placement Agent covenants that it will 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 designees the following
compensation with respect to the Securities which the Placement Agent is placing:


 


A. A cash fee (the “Cash
Fee”) equal to an aggregate of six and one-half percent (6.5%) of the aggregate gross proceeds raised in the Placement, including
any over-allotment subscription. The Cash Fee shall be paid at the Closing of the Placement.


 


B. Subject to compliance with
FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent a reasonable out-of-pocket actual expenses of up to
$45,000 for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and
closing of the transactions contemplated by the Transaction Documents (including, without limitation, the legal fees and disbursements
of Hunter Taubman Fischer & Li LLC, counsel to the lead Buyer and any other reasonable fees and expenses in connection with the structuring,
documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory
filings in connection therewith). The Company will reimburse Placement Agent directly out of the Closing of the Placement.


 


C. Upon the Closing of a Placement,
for a period of three (3) months from the Closing (the “Tail Period”), if the Company decides to enter into another placement
using an underwriter or placement agent in the U.S., the Company shall grant the Placement Agent the right of first refusal to act as
lead managing underwriter and book runner and/or placement agent for any and all future equity, equity-linked or debt (excluding commercial
bank debt) offerings on a Form F-3 (each, a “Subsequent Offering”) undertaken during the Tail Period by the Company or any
subsidiary of the Company. The Company shall provide the Placement Agent with written notice of its election to engage in a Subsequent
Offering, which notice shall describe the proposed terms and conditions of such Subsequent Offering. The Placement Agent shall notify
the Company within three (3) days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such
retention. If the Placement Agent should decline such retention, the Company shall have no further obligation to the Placement Agent with
respect to such other Subsequent Offering, except as otherwise provided for herein. For avoidance of doubt, the Placement Agent acknowledges
that if the Company issues securities in any form of financing without the use of an agent or underwriter, such transaction shall not
be deemed a Subsequent Offering.


 






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D. The Placement Agent reserves
the right to reduce any item of its 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. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and
(ii) the date when either party of this Agreement terminates the engagement according to the terms as set forth in the next sentence (such
date, the “Termination Date”). The Agreement may be terminated at any time by either party upon 10 days written notice
to the other party. Following either (i) the occurrence of the closing of the Placement or (ii) in the event that the Company elects to
terminate the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with
the Placement, and, in either case, if within three (3) months following the closing or any such termination, the Company completes any
financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or
entity of any options, warrants or other convertible securities) on a Form F-3 with any of the investors “wall-crossed” by
the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company
upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation
set forth in Section 3 herein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent
may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement
Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality,
indemnification, contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s
obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement for twelve (12) months,
irrespective of whether a closing occurs. All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination
Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or
any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any
confidential information concerning the Company provided to them by the Company for any purposes other than those contemplated under this
Agreement.


 


SECTION 6. PLACEMENT
AGENT INFORMATION. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s performance of
due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so at any time upon immediate
written notice. 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 the Placement Agent’s prior written consent.


 


SECTION 7. 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.


  


SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the 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 and its Subsidiaries contained herein and in
the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its Subsidiaries of their 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.


 






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A. No stop order suspending
the effectiveness of the Registration Statements shall have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the Registration
Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of
the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have been timely filed with
the Commission.


 


B. The Placement Agent shall
not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus,
the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel
for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statements therein not misleading.


 


C. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities,
the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and
the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and
the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass
upon such matters.


 


D. The Placement Agent shall
have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent and its counsel.


 


E. The Placement Agent shall
have received from outside counsels to the Company such counsels’ written opinions, addressed to the Placement Agent and the Purchasers
and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent; provided, however,
that the negative assurance letter will be only addressed to the Placement Agent.


  


F. On the Closing Date, the
Placement Agent shall have received a “comfort” letter from Audit Alliance LLP and Wei, Wei & Co., LLP as of each such
date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent’s
counsel.


 


G. On the Closing Date, Placement
Agent shall have received a certificate of the Chief Executive Officer of the Company, dated, as applicable, as of the date of such Closing,
to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company
contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated
by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior
to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior
thereto have been fully performed in all material respects.


 


H. On the Closing Date, Placement
Agent shall have received a certificate of an Officer of the Company, dated, as applicable, as of the date of such Closing, certifying
to, among others, the organizational documents and board resolutions relating to the Placement of the Securities from the Company.


 


I. Reserved.


 


J. Reserved.


 


K. On the Closing Date, Placement
Agent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated, as applicable,
as of the date of such Closing, certifying to, the Company’s eligibility to use the Registration Statement.


 


L. Lock-Up Agreements. On or
before the Closing Date, the Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent,
lock-up agreements from the persons specified in the Purchase Agreement in form and substance satisfactory to the Placement Agent.


 






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M. Neither the Company nor any
of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated by reference
in the Registration Statements the Base Prospectus and the Prospectus Supplement, any loss or interference with its business from fire,
explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth in or contemplated by the Registration Statements, the Base Prospectus and the Prospectus
Supplement, or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any
of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the business, general affairs, management,
financial position, stockholders’ equity, results of operations or prospects of the Company and its Subsidiaries, otherwise than as set
forth in or contemplated by the Registration Statements, the Base Prospectus and the Prospectus Supplement, the effect of which, in any
such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable
or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Registration
Statements, the Base Prospectus, and Prospectus Supplement.


 


N. The Company’s Ordinary
Shares, par value, $0.001 per share (the “Ordinary Shares”) are registered under the Exchange Act and, as of the Closing
Date, the Company has submitted the notification of listing of additional shares including Shares and the Warrant Shares to the Trading
Market or other U.S. applicable national exchange and has not received any information indicating that the such listing of the Shares
will be rejected and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken
no action designed to, or likely to have the effect of terminating the registration of the Ordinary Shares 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.


 


O. 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 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 Securities
or materially and adversely affect or potentially and adversely affect the business or operations of the Company.


 


P. The Company shall have prepared
and filed with the Commission a Report of Foreign Private Issuer on Form 6-K with respect to the Placement, including as an exhibit thereto
this Agreement.


 


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


 


R. FINRA shall have raised no
objection to the fairness and reasonableness of the terms and arrangements of this Agreement. 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.


 


S. Prior to the Closing Date,
the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may
reasonably request.


 


If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 8 shall not be reasonably
satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all obligations of the Placement Agent
hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. 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.


 






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SECTION 9. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements
made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent
of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct
in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York 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 a Transaction Document, 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 10. ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) 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 the Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the 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 11. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required
by applicable law or stock exchange requirement, regulation or legal process), without the Company’s prior written consent, disclose
to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection with the Placement.
The Placement Agent further agrees to disclose the Confidential Information only to its Representatives (as such term is defined below)
who need to know the Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential
nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to a Placement Agent or its Representatives
in connection with such Placement Agent’s evaluation of the Placement. Information communicated orally or otherwise than in writing,
shall only be considered Confidential Information if such information is designated as being confidential at the time of disclosure (or
promptly thereafter) and is reduced in writing and identified to the Placement Agent as being Confidential Information immediately after
the initial disclosure. The term “Confidential Information” will not, however, include information which (i) is or
becomes publicly available other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement,
(ii) is or becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii)
is known to a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, (iv) is
or has been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished
to it by the Company, or (v) is required to be disclosed pursuant to applicable legal or regulatory authority. The term “Representatives”
shall mean each Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants.
This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and
(b) two (2) years from the date hereof.


 






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SECTION 12. 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 13. PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, 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 Maxim the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	MAXIM GROUP LLC



 


	 	By: 	 
	 	 	Name: 	Clifford Teller
	 	 	Title:	Executive Managing Director & Head of Investment Banking


 


	 	 	Address for notice:
	 	 	300 Park Ave, 16th Floor
	 	 	New York, NY 10022
	 	 	Attention: James Siegel, General Counsel
	 	 	Email: jsiegel@maximgrp.com


 


Accepted and Agreed to as of


the date first written above:


 


	COLOR STAR TECHNOLOGY CO. LTD.
	 
	By: 	 	 
	 	Name:	Lucas Capetian	 
	 	Title:  	Chief Executive Officer	 


 


Color Star Technology Co. Ltd.


7 World Trade Center, Suite 4621


New York, NY 10007


Attention: Lucas Capetian, Chairman and CEO


 


Tel:


Attn: Lucas Capetian


Email:





 


[Signature Page to Placement Agency Agreement
Between


Color Star Technology Co. Ltd., and Maxim Group
LLC]





  




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ADDENDUM A


INDEMNIFICATION PROVISIONS


 


In connection with the engagement
of Maxim Group LLC (the “Lead Manager”) by Color Star Technology Co. Ltd., a Cayman company pursuant to a placement
agency agreement dated as of the date hereof, between the Company and the Lead Manager, as it may be amended from time to time in writing
(the “Agreement”), the Company hereby agrees as follows:


 


1. To the extent permitted
by law, the Company will indemnify the Lead Manager and each of its affiliates, directors, officers, employees and controlling persons
(within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended) 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 the Agreement, except, with regard to the Lead Manager,
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 the Lead Manager’s willful misconduct or
gross negligence in performing the services described herein, as the case may be.


 


2. Promptly after receipt
by the Lead Manager of notice of any claim or the commencement of any action or proceeding with respect to which the Lead Manager is entitled
to indemnity hereunder, the Lead Manager will notify the Company in writing of such claim or of the commencement of such action or proceeding,
and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Lead Manager
and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Lead Manager will be entitled to employ
counsel separate from counsel for the Company and from any other party in such action if counsel for the Lead Manager 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 Lead Manager. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the
Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such
claim, action or proceeding without the prior written consent of the Lead Manager, which will not be unreasonably withheld.


 


3. The Company agrees to notify
the Lead Manager 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 the Agreement.


  


4. If for any reason the foregoing
indemnity is unavailable to the Lead Manager or insufficient to hold the Lead Manager harmless, then the Company shall contribute to the
amount paid or payable by the Lead Manager, as the case may be, 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 Lead Manager on the other,
but also the relative fault of the Company on the one hand and the Lead Manager 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 Lead Manager’s share of the liability hereunder
shall not be in excess of the amount of fees actually received, or to be received, by the Lead Manager under the Agreement (excluding
any amounts received as reimbursement of expenses incurred by the Lead Manager).


 


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


 


[The remainder of this page has been intentionally
left blank.]


 






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	 	Very truly yours,
	 	 
	 	MAXIM GROUP LLC
	 	 


 


	 	By: 	                                
	 	 	Name: 	Clifford Teller
	 	 	Title:	Executive Managing Director & Head of Investment Banking



 


	 	 	Address for notice:
	 	 	300 Park Ave, 16th Floor
	 	 	New York, NY 10022
	 	 	Attention: James Siegel, General Counsel
	 	 	Email: jsiegel@maximgrp.com


 


Accepted and Agreed to as of


the date first written above:


 


	COLOR STAR TECHNOLOGY CO. LTD.
	 
	By: 	 	 
	 	Name:	Lucas Capetian	 
	 	Title:  	Chief Executive Officer	 


 


Color Star Technology Co. Ltd.


7 World Trade Center, Suite 4621


New York, NY 10007


Attention: Lucas Capetian, Chairman and CEO


 


Tel:


Attn: Lucas Capetian


Email:


 


[Signature Page to Indemnification Provisions


Pursuant to Placement Agency Agreement


between Color Star Technology Co. Ltd. and Maxim
Group LLC]


 


 


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