Exhibit 10.2


 





 


September 9, 2014


 


Mr. Jianhua Lv


Sinocoking Coal and Coke Chemical Industries,
Inc.


Chairman & Chief Executive Officer


10th Floor, Chengshi Xin Yong She, Tianyu
Road


Pingdingshan, Henan Province, P. R. China


 


Re:   Exclusive Placement
Agent Agreement


 


Dear Mr. Lv:


 


The purpose of this letter agreement (this
“Engagement Letter” or this “Agreement”) is to set forth the terms and conditions pursuant
to which FT Global Capital, Inc. (“FTGC” or the “Placement Agent”), shall serve as the Exclusive
Placement Agent for Sinocoking Coal and Coking Chemical Industries, Inc. .(the “Company”), on a “best
efforts” basis, in connection with the proposed placement (each, a “Placement”) of registered securities
(the “Securities”) of the Company, which may include shares (the “Shares”) of the Company’s
common stock (the “Common Stock”).


 


This Agreement shall become effective upon
the date it is signed by the Company (the “Effective Date”). The terms of such Placement(s) and the Securities
shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”)
and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and
delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the
“Transaction Documents.” The date of each of the closings of the Placement(s) 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 or to sell any Securities and does not ensure the successful placement of any Securities
or any portion thereof. The identities of the investors to which the Placement Agent introduces the Company shall be proprietary
information of the Placement Agent and shall not be divulged to third parties by the Company, nor used by the Company outside the
scope of the Placement Agent’s engagement as described herein, other than as required by applicable law.


  


1200 Abernathy Road, Suite 1700, Atlanta,
GA, 30328


770-350-2698 (Office), 770-551-8184 (Fax)


 




    	 



    	 



    

  


Section
1.      COMPENSATION AND OTHER FEES.


 


(A)      As
compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent a cash placement
fee upon each Closing, in an amount equal to six percent (6%) of the aggregate offering price of the total amount of capital received
by the Company from the sale of its Securities to Investors introduced to the Company by the Placement Agent during the term of
this Agreement (the “Placement Agent Fee”). Notwithstanding anything to the contrary in this Agreement, the
compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply
with Financial Industry Regulatory Authority (“FINRA”) Rule 5110.


 


(B)      Upon
each Closing, the Company shall also grant Placement Agent or its designees at the Closing warrants (the “Placement Agent’s
Warrants”) to purchase that number of Shares equal to ten percent (10%) of the aggregate number of Shares placed in the
Placement (or underlying any convertible Securities sold in the Placement) to the Investors, excluding any Shares issuable upon
exercise of any warrants issued in the Placement. The Placement Agent Warrants shall include customary terms, such as anti-dilution
protection to the extent permitted by FINRA Rule 5110 and registration rights. The exercise price for Placement Agent Warrants
will be 120% of Purchase Price of the Placement.


 


(C)      The
Placement Agent shall be entitled to a Placement Agent Fee, calculated in the manner provided in Section 1(A), with respect to
any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to
the Company during the Term, as defined below, if such Tail Financing is consummated at any time within the 18-month period following
the termination of this Agreement (the “Tail Period”). Within 24 hours of the execution of this Agreement, the
Placement Agent will provide the Company an Appendix B to this Agreement with a list of entities that shall be deemed to have been
introduced to the Company by Placement Agent pursuant to this Section 1(C) unless, within 24 hours the Company informs the Placement
Agent in writing that it has been previously introduced to a specific entity listed on the appendix and provides the Placement
Agent with reasonable evidence of such prior introduction. The Placement Agent and the Company may in the future update Appendix
B by mutual consent. Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement
shall be subject to such reduction as may be necessary for the compensation to comply with FINRA Rule 5110.


 


Section
2.      COMPANY REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to, and agrees with, the Placement Agent on the date hereof and on each date on which any Securities are
offered that:


 




    	 



    	 



    

 


(A)      The
Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-3 (Registration File No 333-178325) under the Securities Act of 1933, as amended (the “Securities Act”),
which became effective on May 10, 2012, to be used for the registration under the Securities Act of any Securities offered at any
time pursuant to this Agreement (as well as any Placement Agent Warrants and the Shares underlying such warrants) to the extent
such Placement is being made pursuant to such registration statement, as opposed to privately placed. At the time of such filing
and on the date hereof, 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 any publicly offered Securities and the plan of distribution thereof and has advised or will advise the Placement
Agent 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 that 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 that 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 and the “Time of Sale Prospectus”
means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement,
including any documents incorporated by reference therein.


 




    	 



    	 



    

 


(B)      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,
the Time of Sale Prospectus, if any, 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, the Time of
Sale Prospectus, if any, 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 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 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, the Time of Sale Prospectus, if any, 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 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 (i) have not been filed as required pursuant to the Securities Act or (ii) will not be filed within the
requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale
Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have
not been described or filed as required.


 


(C)      The
Company is currently 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.


 


(D)      The
Company 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 Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Placement Agent reasonably request. 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 other than, in the case of any Securities offered pursuant to the Registration
Statement, the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies
of the documents incorporated by reference therein and any other materials permitted by the Securities Act.


 


(E)      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%) or greater stockholder of the Company.


 




    	 



    	 



    

 


(F)      The
Placement Agent shall have received on each Closing Date a written opinion of counsel for the Company, dated the Closing Date and
addressed to the Placement Agent in form and substance satisfactory to the Placement Agent, which shall include, without limitation,
opinions related to (i) the corporate existence of the Company and power to operate its business; (ii) the corporate power and
authority of the Company to execute all agreements and perform its obligations related in the Placement; (iii) the ability of the
Company to enter into all agreements and perform its obligations related to the Placement without contravening or violating (or
causing the triggering of any anti-dilution or similar provisions in) its charter documents, any other agreements or any applicable
law, regulation or rule; (iv) that any Securities (and any Common Stock underlying such Securities) will be duly authorized, fully
paid, validly issued and non-assessable, as applicable; (v) that no approval, consent, order, filing or notice is required to complete
the Placement and for the Company to perform its obligations in the Placement; (vi) to the extent applicable, the effectiveness
of the Registration Statement and that all filings required by the Securities Act of 1933, as amended, have been made; (vii) the
listing of all Common Stock included in or underlying the Securities on any national exchange on which the Company’s Common
Stock is listed; and (viii) the Company’s status as an “investment company” as defined in the Investment Company
Act of 1940, as amended. The Placement Agent shall also have received on each Closing Date a negative assurance letter from counsel
for the Company, dated the Closing Date and addressed to the Placement Agent in form and substance satisfactory to the Placement
Agent.


 


(G)      The
Placement Agent shall be entitled to rely upon any and all representations and warranties of the Company included in the Transaction
Documents or other purchase agreements entered into by the Company and the Investors in connection with any Placement, subject
to the qualifications and limitations therein, including, but not limited to, any disclosure set forth on an applicable schedule.


 


Section
3.      REPRESENTATIONS AND WARRANTIES OF PLACEMENT AGENT.
The Placement Agent represents and warrants to the Company that: (i) it will comply with all applicable federal laws regarding
trading in securities of the Company, (ii) it will not disclose any non-public material information of the Company without the
prior written consent of the Company during the Term for a period of one (1) year from the termination date of this Agreement,
and (iii) that it is a registered broker-dealer in good standing with the relevant regulatory agencies.


 


Section
4.      ENGAGEMENT TERM & SURVIVAL. The term of this
Agreement shall be for a period of the earlier of six months commencing on the Effective Date or the completion of the Placement
(the “Term”). In the event of the termination of this Agreement, the Placement Agent’s compensation due
under this Agreement will be payable in full and the compensation payable under Section 1(A) will continue for the eighteen (18)
month period commencing with such termination as set forth in Section 1(C). The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9,
10 and 11 of this Agreement and Appendix A shall survive this Agreement’s expiration or termination.


 


Section
5.      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 its 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 prior written consent of the Placement Agent.


 




    	 



    	 



    

 


Section
6.      NO FIDUCIARY RELATIONSHIP; THIRD PARTY BENEFICIARIES.
This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity that is 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 that the Placement Agent shall
not have any duties or liabilities to the equity holders or the creditors of the Company or to any other person by virtue of this
Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 


Section
7.      INDEMNIFICATION. The parties agree to the terms
of the Placement Agent’s standard indemnification agreement, which is attached hereto as Appendix A and incorporated herein
by reference.


 


Section
8.      ANNOUNCEMENTS. The Company grants to the Placement
Agent the right to place customary announcement(s) of the Placement in certain newspapers and to mail announcement(s) to persons
and firms selected by Placement Agent, at the Placement Agent’s expense, subject to the Company’s prior approval,
which shall not be unreasonably withheld.


 


Section
9.      GOVERNING LAW. This Agreement will be governed
by, and construed in accordance with, the laws of the State of Georgia 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 Georgia located in Fulton County
or into the Federal Court located in Atlanta, Georgia 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 reasonable attorneys' 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 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 each of the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein
shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable. 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.      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 delivered via facsimile at the facsimile number specified
on the signature pages attached hereto prior to 6:30 p.m. (Atlanta, Georgia time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (Atlanta, Georgia time) on any business day,
(c) the business day following the date of mailing, if sent by U.S. nationally recognized overnight 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.


 


Please confirm that the foregoing correctly
sets forth our agreement by signing and returning an executed copy of this Agreement to FTGC.


 


	 	FT GLOBAL CAPITAL, INC.


 


	 	By:	/s/ Patrick J.  Ko
	 		Name: Patrick J.  Ko
	 		Title:   President


 


	 	Address for notice:
	 	FT Global Capital, Inc.
	 	1200 Abernathy Road, Suite 1700
	 	Atlanta, GA, 30328
	 	Fax: 770-551-8184


 


Accepted and Agreed to as of


the date first written above:


 


Sinocoking Coal and Coke Chemical Industries,
Inc.


 


 


	By:	/s/ Jianhua Lv	 
		Name:  Jianhua Lv	 
		Title:    Chairman & Chief Executive Officer	 


 




    	 



    	 



    

 


Address for notice:


 


10th Floor, Chengshi Xin Yong She, Tianyu
Road


Pingdingshan, Henan Province, P. R. China


Fax:


 




    	 



    	 



    

 


APPENDIX A —  INDEMNIFICATION
PROVISIONS


 


(A)      The
Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors,
employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates
within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement
Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against
all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all
expenses) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made
or any statements omitted to be made) by the Company or its respective affiliates in connection with this Agreement, the Placement
or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity
with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or
which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority
involving the Company or any transaction arising under any agreements between the Company and the Placement Agent or (B) are otherwise
related to or arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant
to this Agreement or (C) in any way involving or alleged to involve the Company, any Placement or any Securities. The Company will
not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence
which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or willful
misconduct. In addition, the Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse
each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred
by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether
or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights
of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any
indispensable party or by way of a counterclaim in any litigation within the scope of this provision. The Company agrees to advance
such expenses incurred by an Indemnified Person pursuant to which indemnity may be sought hereunder within thirty (30) days after
receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of
any proceeding. Such advances shall be unsecured and interest free and without regard to the Indemnified Person’s ultimate
entitlement to indemnification under the other provisions of this Agreement. Indemnified Persons shall be entitled to continue
to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement
to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists.
Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that
the Indemnified Person is not entitled to be indemnified by the Company under the provisions of this Agreement.


 


1200 Abernathy Road, Suite 1700, Atlanta,
GA, 30328


770-350-2698 (Office), 770-551-8184 (Fax)


 




    	 



    	 



    

 


(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 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 Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if counsel for the Placement Agent determines that to do so would be in the best interests of 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.
The Company will have the exclusive right to settle the claim or proceeding at its sole expense provided that the Company obtains
a full and unconditional release of any claims against the Placement Agent and the Indemnified Persons from all liability on claims
that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of Placement Agent or any Indemnified Person.


 


(C)      The
Company and the Placement Agent and any Indemnified Persons agree to notify each other promptly of the assertion of any claim or
the commencement of any action or proceeding relating to a transaction contemplated by this engagement letter.


 


(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 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 reasonably incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees
actually received by Placement Agent under this engagement letter (excluding any amounts received as reimbursement of expenses
incurred by 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 engagement letter or otherwise.