Exhibit 10.2


 


November 30, 2022


 


OncoSec Medical Incorporated


24 North Main Street


Pennington, NJ 08534


Attn: Chief Executive Officer


 


Dear Mr. Arch:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and
OncoSec Medical Incorporated, a company incorporated under the laws of the State of Nevada (the “Company”), that the
Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with
the proposed placement (the “Placement”) of units, with each unit consisting of a combination of (i) one share (a “Share”
and, collectively, the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), (ii) one warrant to purchase a share of Common Stock of the Company (the “Common Warrants”), and/or
(iii) pre-funded warrants to purchase one share of Common Stock (the “Pre-Funded Warrants”, and together with the Common
Warrants, the “Warrants,” and collectively with the Shares, the “Securities”), depending on the
beneficial ownership percentage of the purchaser of the Common Stock following its purchase. The Securities shall be offered and sold
under the Company’s registration statement on Form S-1 (File No. 333-268081) (the “Registration Statement”).
The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,
the “Purchasers”); provided, however, that nothing herein shall obligate the Company to issue any Securities
or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on
a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent
to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the
Placement Agent with respect to securing any other financing on behalf of the Company. 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. Certain affiliates of the Placement Agent
may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser
will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser,
in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available
to answer inquiries from prospective Purchasers.


 


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





 


A. Representations of the Company.
With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules
thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated
herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there
are no affiliations with any FINRA member firm 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 Purchase Agreement and SEC Reports.


 


B. Covenants of the Company.
The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants for a period of at
least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement Agent Securities for a
period of three (3) years after the Closing Date. Furthermore, the Company covenants and agrees that for ninety (90) days after the closing
date of the Placement, the Company shall be restricted from issuing certain securities pursuant to the terms of Section 4.10 of the Purchase
Agreement.


 



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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 United States of America, applicable
to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing
under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement.
The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through
(v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees
a total cash fee equal to seven percent (7.0%) of the gross proceeds from the total amount of Placement Agent Securities sold in the Placement,
provided, however, in the event that the gross proceeds from the total amount of Placement Agent Securities sold in the Placement is less
than $7,500,000, then the cash fee shall be six percent (6.0%) of such gross proceeds (the “Cash Fee”). The Cash Fee
shall be paid on the Closing Date. The Company shall not be required to pay the Placement Agent any fees or expenses except for the Cash
Fee and the reimbursement of (i) accountable legal fees and other reasonable and documented out-of-pocket expenses incurred by the Placement
Agent in connection with the transaction in the amount of up to $100,000 and (ii) non-accountable expenses equal to $25,000. The Placement
Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms
thereof require adjustment.


 


SECTION 4. INDEMNIFICATION.


 


A. To the extent permitted by
law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders,
directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent
that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to
appeal) by a court of law to have resulted from a Placement Agent’s fraud, willful misconduct or gross negligence in executing this
Agreement or performing the services described herein. For the avoidance of doubt, this Section 4 is not intended to govern claims between
the parties hereto.


 


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


 


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


 



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


 


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


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) December 1, 2022 and (ii) the Closing Date.
The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in
the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate the engagement, the Placement
Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the
Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold
in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation
to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution
contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion
of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination
Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information
concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 6. 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 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 are 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 Placement Agent Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,
except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


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


 


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


 



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C. The Common Stock shall be registered
under the Exchange Act and, as of the Closing Date, the Placement Agent Securities shall be listed and admitted and authorized for trading
on the Trading Market or other applicable U.S. national exchange 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 Common Stock under the Exchange Act or removing 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.


 


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


 


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


 


F. 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, if applicable, with respect to the Placement and pay all filing fees required in connection
therewith.


 


If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder
may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the
Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 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 this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 



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SECTION 10. ENTIRE AGREEMENT/MISCELLANEOUS.
This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect,
such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in
full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by
the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing
Date of the Placement and delivery of the Placement Agent Securities. This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature
page were an original thereof.


 


SECTION 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 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 12. PRESS ANNOUNCEMENTS.
The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement
Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements
in financial and other newspapers and journals, in each case at its own expense.


 


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


 




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


 





	 	Very truly yours,
	 	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 	 
	 	By:	 
	 	Name:	Thomas Higgins                    
	 	Title:	Managing Director
	 	 	 
	 	Address for notice:
	 	590
                  Madison Avenue 28th Floor New York,

                  New
                  York 10022

                  Attn:
                  Thomas Higgins

                  Email:
                  thiggins@allianceg.com





 


[Signature Page to Placement Agency Agreement.]


 




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Accepted and Agreed to as of


the date first written above:


 








	ONCOSEC
  MEDICAL INCORPORATED	 
	 	 
	By:	 
   	 
	Name:	Dr.
  Robert H. Arch                                	 
	Title:
  	Chief
  Executive Officer	 
	 	 	 
	Address
                                            for notice:


24
North Main Street


Pennington,
NJ 08534


Attention:
Dr. Robert H. Arch


Email:
rarch@oncosec.com


	 











 





[Signature Page to Placement Agency Agreement.]


 






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