Exhibit 10.2


 


May 21, 2020


 


Mr. Anil Diwan


Chairman and President


Nanoviricides Inc.


1 Controls Drive


Shelton, CT 06484


Dear Mr. Diwan:


 


This letter (the “Agreement”)
constitutes the agreement among Maxim Group LLC (“Maxim”) , Kingswood Capital Markets, a division of Benchmark
Investments, Inc. (“Kingswood” and collectively with Maxim, the “Placement Agents”)
and Nanoviricides, Inc., a company incorporated under the laws of the State of Nevada (the “Company”),
pursuant to which the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of common stock (the “Shares”
or the “Securities”) of the Company, par value $0.001 per share (“Common Stock”). 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 Agents 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), 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 obligations of the Placement Agents hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agents to purchase the Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agents with
respect to securing any other financing on behalf of the Company. Following the prior written consent of the Company, the Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the 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 mutually agreed upon by the Company and the Placement Agents. 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, executive officers of the Company will be available upon reasonable notice and during normal business hours
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 Agents. In addition to the foregoing, the Company represents and warrants
that:


 






    1


     


    

 


1.            The
Company has prepared and filed with the Commission a registration statement on Form S-3 (Registration No. 333-237370),
and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Shares, which registration statement, as so amended (including post-effective
amendments, if any) became effective on April 2, 2020. At the time of such filing, the Company met the requirements of Form S-3
under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the
Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares
and the plan of distribution thereof and has advised the Placement Agents of all further information (financial and other) with
respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended
at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form
in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented
form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the
Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this
Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference
in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement,
as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and
schedules and other information which is “contained,” “included,” “described,” “referenced,”
 “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement
(and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base
Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated
or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus”
has the meaning set forth in Rule 405 under the Securities Act.


 


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 Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and
did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and
the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, 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 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 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 will not, without the prior consent of the Placement Agents, prepare, use or refer to, any Free Writing Prospectus.


 


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 stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


 






    2


     


    

 


B.            Covenants
of the Company. The Company has delivered or made available, or will as promptly as practicable deliver or make available,
to the Placement Agents complete conformed copies of the Registration Statement and of each consent and certificate of experts,
as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus,
and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agents 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 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.


 


C.            Subsequent
Equity Sales. From the date hereof until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common
Stock Equivalents (as defined in the Securities Purchase Agreement between the Company and certain investors, dated as of the date
hereof (the “Securities Purchase Agreement”)) other than an Exempt Issuance (as defined in the Securities Purchase
Agreement). From the date hereof until ninety (90) days after the Closing Date, the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock
Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. For purposes of this Agreement, “Variable
Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either
(A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,
or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related
to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any
agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined
price. The Placement Agents shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.


 


SECTION 2.           REPRESENTATIONS
OF THE PLACEMENT AGENTS. Each of the Placement Agents 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 corporate entity 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. Each Placement Agent will
immediately notify the Company in writing of any change in its status as such. Each 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 Agents the following
compensation with respect to the Securities which they are placing:


 


A.            A
cash fee (the “Cash Fee”) equal to an aggregate of eight percent (8%) of the aggregate gross proceeds raised
in the Placement. 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 Agents, taken together and
not individually, for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its
legal counsel, in an amount not to exceed an aggregate of $75,000. The Company will reimburse Placement Agents directly out of
the Closing of the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement, the Placement
Agents, shall be entitled to reimbursement for actual expenses upon providing reasonable documentation relating to the incurrence
of such expenses; provided, however, such expenses shall not exceed the aggregate amount of $50,000, taken together and not individually.


 






    3


     


    

 


C.            Each
of the Placement Agents 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 such 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 Agents’ engagement hereunder shall be until the earlier of (i) June 12, 2020 and
(ii) the final closing date of the Placement (such date, the “Termination Date” and the period of
time during which this Agreement remains in effect is referred to herein as the “Term”). 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, expense reimbursement pursuant to Section 3 hereof and the provisions
concerning Tail Financings, confidentiality, indemnification and contribution contained herein and the Company’s
obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this
Agreement is terminated prior to the completion of the Placement, all fees and expense reimbursement due to the Placement
Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are
earned or owed as of the Termination Date). Each of the Placement Agents agree not to use any confidential information
concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under
this Agreement.


 


SECTION 6.          PLACEMENT
AGENTS’ INFORMATION. The Company agrees that any information or advice rendered by each of the Placement Agents 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 such 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 neither of the Placement Agents is nor shall either Placement Agent be construed as a
fiduciary of the Company and neither of the Placement Agents shall have any 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 Agents
hereunder, all of which are hereby expressly waived.


 


SECTION 8.          CLOSING. The
obligations of the Placement Agents, 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 contained herein and in
the Purchase Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company 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 Agents by the Company:


 


A.            No
stop order suspending the effectiveness of the Registration Statement 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 Agents. 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 Agents 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.


 






    4


     


    

 


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 Agents 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 Agents shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the
Placement Agents and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agents.


 


E.            On
the date of this Agreement and on the Closing Date, the Placement Agents shall have received a “comfort” letter from
EisnerAmper LLP as of each such date, addressed to the Placement Agents and in form and substance satisfactory in all respects
to the Placement Agents and Placement Agents’ counsel.


 


F.            The
Placement Agents shall have presented their book of investors to the Company for prior to approval at the time of pricing of the
Placement.


 


G.            Intentionally
Omitted


 


H.            The
Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, 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 Statement, the
Base Prospectus and the Prospectus Supplement, and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company 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,
otherwise than as set forth in or contemplated by the Registration Statement, 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 Agents, 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 Base Prospectus and the Prospectus Supplement.


 


I.             The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed for trading on the
Trading Market or other applicable U.S. national exchange and reasonable evidence of such action, if available, shall have
been provided to the Placement Agent upon its request. The Company shall have taken no action designed to, or likely to have
the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading
the Common Stock 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.


 


J.             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.


 


K.            The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


 






    5


     


    

 


L.            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.


 


M.            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.


 


N.            Prior
to the Closing Date, the Company shall have furnished to the Placement Agents 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 Agents or to Placement Agents’ counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agents and to Placement Agents’
counsel, all obligations of the Placement Agents hereunder may be cancelled by the Placement Agents 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.


 


SECTION 9.          TAIL
FINANCING. In the event that a Placement is not consummated, the Placement Agents shall be entitled to a cash fee equal to
eight percent (8.0%) of the gross proceeds received by the Company from the sale of any securities to any investor actually introduced
by the Placement Agents to the Company during the Term (the “Tail Financing”) if such Tail Financing is consummated
at any time during the Term or within the six (6) month period following the Termination Date, provided that such financing
is by a party actually introduced to the Company by one or more of the Placement Agents.


 


SECTION 10.       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 11.
       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 both 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.


 






    6


     


    

 


SECTION 12.         CONFIDENTIALITY.
Each of the Placement Agents (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 (“Legal Requirement”)),
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. Each of the Placement Agents 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 such 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 Agents’ evaluation of the Placement. 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, or (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. The term “Representatives”
shall mean with respect to each Placement Agent, such 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 years from the date hereof. Notwithstanding any of the
foregoing, in the event that either Placement Agent or any of its Representatives are required by Legal Requirement to disclose
any of the Confidential Information, such Placement Agent and its Representatives will furnish only that portion of the Confidential
Information which such Placement Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised
by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential
Information so disclosed.


 


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 Agents shall, from and after any Closing, have the right to reference
the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials
and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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


 






    7


     


    

 


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 A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking



 


		 	Address
for notice:
	 	 	405 Lexington Avenue
	 	 	New York, NY 10174
	 	 	Attention: James Siegel, General Counsel
	 	 	Email: jsiegel@maximgrp.com



 


		KINGSWOOD CAPITAL MARKETS, a division of Benchmark Investments, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	Joseph T. Rallo
	 	 	Title:	Chief Executive Officer



 


		 	Address
                                         for notice:
	 	 	17 Battery Place, Suite 625
	 	 	New York, NY 10004
	 	 	Attention: Joseph T. Rallo
	 	 	Email: Jrallo@kingswoodcm.com





 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	NANOVIRICIDES, INC.	 
	 	 	 
	By:	 	 
	 	Name:	Anil Diwan	 
	 	Title:	Chairman and President	 
	 	 	 
	 	Address for notice:	 
	 	NanoViricides, Inc.	 
	 	1 Controls Drive	 
	 	Shelton, CT 06484	 
	 	Attn: Chairman and President	 
	 	Email:	 



 






    


     


    

 


ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Maxim Group LLC (“Maxim”) and Kingswood Capital Markets, a division of Benchmark Investments, Inc.
(“Kingswood” and collectively with Maxim, the “Placement Agents”) by NanoViricides, Inc. (the “Company”)
pursuant to a placement agenct agreement dated as of the date hereof, by and among the Company and the Placement Agents, as it
may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows(Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in the Agreement):


 


1.            .The
Company agrees to indemnify and hold harmless each of the Placement Agents and their respective affiliates (as defined in Rule 405
under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons
(each Placement Agent and each such person each being an “Indemnified Party") from and against all losses, claims,
damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified
Party may become subject under any applicable federal or state law, or otherwise, which arise out of or are based on (i) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),
including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent
time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable, or
the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus
or Prospectus Supplement (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or
information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of
the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading or (iv) in whole or in part any inaccuracy in any material
respect in the representations and warranties of the Company contained herein or in the Securities Purchase Agreement; provided,
however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage is based on any
untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with written information
furnished to the Company in writing with respect to the Placement Agents expressly for use in the Registration Statement, the Prospectus,
the Prospectus Supplement or any amendment thereof or supplement thereto, which information shall consist solely of the following:
(i) the names of the Placement Agents appearing in the Prospectus; and (ii) the information set forth in the Prospectus
Supplement in the fifth and sixth paragraphs under the caption “Plan of Distribution—Fees and Expenses”. The
Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions: (i) for
any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to
the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted primarily from the Indemnified Party's willful misconduct or gross negligence. The Company also agrees that no
Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its
security holders or creditors related to or arising out of the engagement of the Placement Agents pursuant to, or the performance
by the Placement Agents of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability
is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified
Party's willful misconduct or gross negligence.


 






    9


     


    

 


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


 


3.            The
Company agrees to notify the Placement Agents 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 either Placement Agents or insufficient to hold such Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by such Placement Agent, 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 such Placement Agent on the other, but also the relative fault of the Company on the one hand
and such 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, no Placement Agent’s share of the liability hereunder shall be in excess
of the amount of fees actually received, or to be received, by such Placement Agent under the Agreement (excluding any amounts
received as reimbursement of expenses incurred by such Placement Agent).


 


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.]


 






    10


     


    

 


		Very truly yours,
	 	 	 
	 	 	 
	 	KINGSWOOD CAPITAL MARKETS, a
division of Benchmark Investments, Inc.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:	Joseph T. Rallo
	 	 	Title:	Chief Executive Officer



 


		 	Address
for notice:
	 	 	17 Battery Place, Suite 625
	 	 	New York, NY 10004
	 	 	Attention: Joseph T. Rallo
	 	 	Email: Jrallo@kingswoodcm.com



 


		MAXIM GROUP LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 Clifford A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking



 


		 	Address
                                         for notice:
	 	 	405 Lexington Avenue
	 	 	New York, NY 10174
	 	 	Attention: James Siegel, General Counsel
	 	 	Email :jsiegel@maximgrp.com





 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	NanoViricides, INC.	 
	 	 	 
	By:	 	 
	 	Name:	Anil Diwan	 
	 	Title:	Chairman and President	 
	 	 	 
	 	Address for notice:	 
	 	NanoViricides Inc.	 
	 	1 Controls Drive	 
	 	Shelton, CT 06484	 
	 	Attn: Chairman and President	 
	 	Email:




 


[


 






    11