Exhibit 10.2


 


December 21, 2022


 


IceCure Medical Ltd.


Attention: Mr. Eyal Shamir


7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel


 


Dear Mr. Shamir:


 


This letter (the “Agreement”)
constitutes the agreement among IceCure Medical Ltd., a company formed under the laws of the State of Israel (the “Company”),
A.G.P./Alliance Global Partners (the “Lead Placement Agent”), and Brookline Capital Markets, LLC (the “Co-Placement
Agent” and together with the Lead Placement Agent, the “Placement Agents”), that the Placement Agents shall
serve as the exclusive placement agents for the Company, on a “best efforts” basis, in connection with the proposed placement
(the “Placement”) of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”
or “Securities”). The Securities actually placed by each of the Lead Placement Agent and the Co-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 of the Securities (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. The Company expressly acknowledges and agrees that the Placement
Agents’ obligations hereunder are on a 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. The Placement Agent Securities
shall be offered and sold under the Company’s registration statement on Form F-3 (File No. 333-267272) with respect to the Placement
Agent Securities. The Placement Agents 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 Agents 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 the 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 date of the sale of the Placement
Agent Securities (the “Closing Date”), hereby made to, and in favor of, the Placement Agents. In addition to the foregoing,
the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory Authority (“FINRA”)
member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder
of the Company, except as set forth in the Purchase Agreement.


 


B. Covenants of the Company.
From the date hereof until 90 days after the Closing Date (the “Restriction Period”), neither the Company nor any Subsidiary
shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share
Equivalents. Notwithstanding the foregoing, this Section 1.B shall not apply in respect of an Exempt Issuance.


 






     


     


    

 


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 United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv)
is and will be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to
enter into and perform its obligations under this Agreement. The Placement Agents will immediately notify the Company in writing of any
change in its status with respect to subsections (i) through (v) above. The Placement Agents covenant that they will use its 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 a cash fee of 7.0%
of the aggregate gross proceeds, 85.0% of which shall be paid to A.G.P. as the Lead Placement Agent and 15.0% of which shall be paid
to the Co-Agent; provided, however, for those investors identified on Schedule 1 hereof, the Company shall only
pay a cash fee of 3.0% of the aggregate gross proceeds invested by such investors, 85.0% of which shall be paid to A.G.P. as the Lead
Placement Agent and 15.0% of which shall be paid to the Co-Agent. 


 


SECTION
4. EXPENSES. The Company agrees to pay all costs, fees and
expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions
contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities
(including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all
necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all
fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs
and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including
financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement,
and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred
by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Placement Agent Securities for offer and sale under the state securities or blue sky laws or the securities laws of any
other country; (vii) the fees and expenses associated with including the Placement Agent Securities on the Trading Market; (viii) $50,000
for accountable, documented expenses related to legal fees of counsel to the Placement Agents; and (ix) $10,000 for non-accountable expenses
including, but not limited to, IPREO software related expenses, background check expenses, tombstones and marketing related expenses,
including road show expenses if they are incurred; provided, that this sentence in no way limits or impairs the indemnification
or contribution provisions contained herein. The Placement Agents reserve 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 Agents’ aggregate
compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION
5.  INDEMNIFICATION.


 


A. To the extent permitted by
law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agents and their respective affiliates,
stockholders, directors, officers, employees, members, counsel 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, its status, title or role as Placement
Agents or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement
Agents’ fraud, willful misconduct or gross negligence in performing the services described herein. Notwithstanding anything set
forth herein to the contrary, the Company agrees to indemnify the Placement Agents to the fullest extent set forth in this Section 5,
against any and all claims asserted by any or person or entity alleging that the any of the Placement Agents was not permitted or entitled
to act as a placement agent herein, or that the Company was not permitted to hire or retain any of the Placement Agents herein, including
but not limited to any claims arising out of any purported right of first refusal another person or entity claims to have to act as a
placement agent or any similar role with respect to the Company or its securities.


 






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B. Promptly after receipt by
the Placement Agents of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agents
are entitled to indemnity hereunder, the Placement Agents 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 and defenses. If the Company so elects
or is requested by any of the Placement Agents, the Company will assume the defense of such action or proceeding and will employ counsel
reasonably satisfactory to the Placement Agents and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding
sentence, 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 the Placement Agents 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 Agents. In such event, the reasonable fees and disbursements
of no more than one (1) 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 Agents, which will not be unreasonably withheld.


 


C. 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 this Agreement.


 


D. If for any reason the foregoing
indemnity is unavailable to the Placement Agents or insufficient to hold the Placement Agents harmless, then the Company shall contribute
to the amount paid or payable by the Placement Agents 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 Agents 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 Placement Agents’ share of the liability
hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agents under this Agreement.


 


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
6.  ENGAGEMENT TERM. The Placement Agents’ engagement
hereunder will commence on the date hereof and continue through 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 Agents’ performance
of due diligence it deems it necessary to terminate the engagement, the Placement Agents 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
and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses 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 or expenses actually earned pursuant to Section 3 and Section 4 hereof and the provisions concerning confidentiality,
indemnification and contribution, no fiduciary duty and governing law (including the waiver of the right to trial by jury) 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 or expenses 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 or expenses are earned or owed as of the Termination Date). The Placement Agents agree 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.


 






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SECTION
7.  PLACEMENT AGENT INFORMATION. The Company agrees
that any information or advice rendered by 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 the Placement Agents’ prior written consent.


 


SECTION
8.  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 Agents 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 Agents hereunder, all of which are hereby expressly
waived.


 


SECTION
9.  CLOSING. The obligations of the Placement Agents,
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 in the Purchase Agreement, and to each of the following additional terms and conditions,
except as otherwise disclosed to and acknowledged and waived by the Placement Agents:


 


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 Agents.


 


B. The Placement Agents shall
have received from Sullivan & Worcester, LLP, outside counsel to the Company, a reliance letter from such counsel allowing the Placement
Agents to rely upon such counsel’s written opinion with respect to the Placement Agent Securities delivered to the Purchasers.


 


C. [Reserved.]


 


D. [Reserved.]


 


E. The Placement Agents shall
have a received customary certificate of the Company’s Chief Executive Officer, as to the accuracy of the representations and warranties
contains in the Purchase Agreement, and a certificate of the Company’s secretary certifying (i) that each of the Company’s
charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s
Board of Directors (or any authorized committee thereof) relating to the Placement are in full force and effect and have not been modified;
and (iii) as to the incumbency of the officers of the Company.


 


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


 


G. 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.


 


H. The Company shall have entered
into a Purchase Agreement with each of the several 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.


 






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I. 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 Agents, make or authorize Placement Agents' 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.


 


J. The Placement Agents shall
have received an executed lock-up agreement from each of the Company’s executive officers, directors and ten percent (10.0%) or
greater securityholder prior to the Closing Date.


  


If any of the conditions specified
in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agents hereunder
may be cancelled by the Placement Agents 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
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, without regard to its conflict of laws principles. This Agreement may not be assigned by either party without the prior written
consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction
or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New
York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts
for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering
a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action
or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


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


 


SECTION
13.  PRESS ANNOUNCEMENTS.
The Company agrees that the Placement Agents shall, on and after the Closing Date, 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.


 




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


 


	 	Very truly yours,
	 	 
	 	A.G.P./Alliance Global Partners 
	 	 
	 	By:	/s/ Thomas J. Higgins                        

	 	Name: 	Thomas J. Higgins
	 	Title:	Managing Director



 





	 	Address for notice: 


 


590 Madison Avenue 28th
Floor  


New York, New York 10022


Attn: Thomas J. Higgins


Email: thiggins@allianceg.com







 



	 	
    Brookline
    Capital Markets,

    a division
    of Arcadia Securities, LLC

	 	 
	 	By:	/s/ Michael Fontaine

	 	Name: 	Michael Fontaine
	 	Title:	Managing Partner



 





	 	Address for notice:


 


280 Park Avenue, Suite 43W


New York, New York 10017


Attn: Michael Fontaine


Email: Michael.Fontaine@brooklinecapmkts.com







 


[Signature Page to Placement Agency Agreement]


 




     


     


    

 


Accepted and Agreed to as of the date first
written above:


 


	IceCure Medical Ltd. 	 
	
    
	 
	By:	/s/ Eyal Shamir
	 
	Name: 	Eyal Shamir	 
	Title:	Chief Executive Officer	 



 





	Address for notice:


 


7 Ha’Eshel St., PO Box 3163


Caesarea, 3079504 Israel


Attn: Eyal Shamir


Email: eyals@icecure-medical.com








 


[Signature Page to Placement Agency Agreement]


 




     


     


    

 


Schedule
1


 


		1.	Epoch Partners Investments Limited



		2.	Clover Wolf Capital Limited Partnership



		3.	Clover Alpha L.P.



		4.	Alpha Capital Anstalt