Exhibit 10.2


 


February 12,
2020


 


Mr. Ping Chen


Chief Executive Officer


Lianluo Smart Limited


Room 1318, 13th Floor, No. 22 Shijingshan
Road,


Shijingshan District, Beijing 100040


 


People’s Republic
of China


 


Dear Mr. Chen:


 


This letter (the “Agreement”)
constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and
Lianluo Smart Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of Class A Common Shares of the Company,
par value $0.002731 per share (“Shares”), and warrants (“Warrants”) to purchase Shares of
the Company (the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.
This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below) shall be collectively referred to herein as the “Transaction
Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing Date.”
The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities
and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent’s
with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers
to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaser
will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such
Purchaser in a form reasonably acceptable to the Company and the Placement Agent. Capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers
of the Company will be available to answer inquiries from prospective Purchasers.


 


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


 


A. Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 






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1. The Company has
prepared and filed with the Commission a registration statement on Form F-3 (Registration No. 333-227817), and amendments thereto,
and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became
effective on November 8, 2018. At the time of such filing, the Company met the requirements of Form F-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 Securities and the plan of distribution thereof and has
advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth
therein. Such 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 each be deemed to refer to and include the documents incorporated by reference therein (the
“Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before
the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any
reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing
of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration 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 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.


 


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, the Time of Sale
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, the Time of Sale 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, the Time of Sale 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, the Time of Sale 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.


 






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


 


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


 


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


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii)
is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable
to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under
the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this
Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement
Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions
of this Agreement and the requirements of applicable law.  


 






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SECTION 3. COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees the
following compensation with respect to the Securities which the Placement Agent is placing:


 


A. A cash fee (the “Cash
Fee”) equal to an aggregate of seven percent (7.0%) of the aggregate gross proceeds raised in the Placement, including
any over-allotment subscription. The Cash Fee shall be paid at the Closing of the Placement.


 


B. Subject to compliance
with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent 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 $60,000. The Company has paid the Placement Agent $25,000 as an advance against expenses which such advance shall be returned
to the Company to the extent that it is not offset by actual expenses in the Offering. The Company will reimburse Placement Agent
directly out of the Closing of the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement,
the Placement Agent shall be entitled to reimbursement for actual expenses; provided, however, such expenses shall not exceed $25,000
(inclusive of the advance).


 


C. The Placement Agent
reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that
the terms thereof require adjustment.


 


SECTION 4. INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement
and (ii) March 31, 2020 (such date, the “Termination Date”). If the Company elects to terminate this Agreement
for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this
Agreement, and if within twelve (12) months following such termination, the Company completes any financing of equity, equity-linked
or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants
or other convertible securities) with any of the investors “wall crossed” by Placement Agent for purposes of the Placement
during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent
agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the
compensation set forth in Section 3 herein to the extent of the gross proceeds received by the Company solely from such contacted
investors. 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 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
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.


 






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SECTION 6. PLACEMENT
AGENT INFORMATION. Notwithstanding anything herein to the contrary, if in the course of the Placement Agent’s performance
of due diligence, the Placement Agent deems it necessary to terminate this Agreement, the Placement Agent may do so at any time
upon immediate written notice. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise
required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement
Agent’s prior written consent.


 


SECTION 7. NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION 8. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when
made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein
and in the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant
to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of
the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent.


 


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 Agent. Any filings required to be made by the Company in connection with the Placement shall have
been timely filed with the Commission.


 


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


 


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


 


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


 


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


 






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F. On the date of this
Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter from Centurion ZD CPA
& Co. as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the
Placement Agent and Placement Agent’s counsel.


 


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


 


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


 


I. Lock-Up Agreements.
On or before the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to the
Placement Agent, lock-up agreements from the persons set forth on Exhibit A hereto, addressed to the Placement Agent, dated as
of the date hereof, in the form set forth on Exhibit B hereto.


 


J. Neither the Company
nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Registration 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, or (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change,
in or affecting the business, general affairs, management, financial position, stockholders' equity, results of operations or prospects
of the Company and its Subsidiaries, otherwise than as set forth in or contemplated by the Registration 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 Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the
Securities on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.


 


K. The Company’s
Class A Common Shares, par value $0.002731 per share (the “Common Shares”) are registered under the Exchange Act and,
as of the Closing Date, the Company has submitted the notification of listing of additional shares including Shares and the Warrant
Shares to the Trading Market or other U.S. applicable national exchange and has not received any information indicating that the
such listing will be rejected and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company
shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Shares under
the Exchange Act or delisting or suspending from trading the Shares or the Warrant 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.


 






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L. 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.


 


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


 


N. 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.


 


O. 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.


 


P. On or prior to the
Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain Computershare
Limited as its transfer agent and registrar or another transfer agent and registrar that is registered
with the Commission under Section 17A(c) of the Securities Exchange Act of 1934 and authorized, experienced and able to provide
such services.


 


Q. On or prior to the
Closing Date and for a period of three (3) years from the initial Closing Date, the Company has and shall retain, at its expense,
BDO China Shu Lun Pan Certified Public Accountants LLP as its independent registered accountants or another independent registered
accounting firm that is a PCAOB registered auditor authorized, experienced and able to provide such services,
and shall cause such independent registered accounting firm to audit the Company’s annual financial statements and to review
the Company’s interim financial statements during such period.


 


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


 


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


 


SECTION 9. PARTICIPATION
RIGHT. Upon the Closing of a Placement, for a period of twelve (12) months from the commencement of sales of the Placement,
the Company grants Maxim the participation right to join as a participating dealer for any and all future equity, equity-linked
or debt (excluding commercial bank debt) offerings undertaken during such period by the Company or any subsidiary of the Company.


 






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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 the Placement Agent
and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement
and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature
page were an original thereof.


 


SECTION 12.
CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential
and will not (except as required by applicable law or stock exchange requirement, regulation or legal process), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information
other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information only to
its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement,
and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential
Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic
communications) furnished by the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s
evaluation of the Placement. Information communicated orally or otherwise than in writing, shall only be considered Confidential
Information if such information is designated as being confidential at the time of disclosure (or promptly thereafter) and is reduced
in writing and identified to the Placement Agent as being Confidential Information immediately after the initial disclosure. The
term “Confidential Information” will not, however, include information which (i) is or becomes publicly available
other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes
available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to
a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, (iv) is or has
been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished
to it by the Company, or (v) is required to be disclosed pursuant to applicable legal or regulatory authority. The term “Representatives”
shall mean each Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants.
This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential
and (b) two years from the date hereof.


 






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


 


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


 


	 	Very truly yours,
	 	 
	 	Maxim GROUP LLC
	 	 
	 	By: 	/s/ Clifford A. Teller
	 	 	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:


 


	LIANLUO SMART LIMITED
	 
	By: 	/s/ Ping Chen	 
	 	Name: 	Ping Chen	 
	 	Title:  	Chief Executive Officer	 


 


		Address for notice:



		Room 2108, 21st Floor,



		China Railway Construction Building,



		No. 20 Shijingshan Road, 100040, Beijing



		People’s Republic of China



		Attn: Ping Chen



		Email: [________



 


[Signature Page to
Placement Agency Agreement Between 


Lianluo Smart Limited
and Maxim Group LLC]


 




     


     


    

 


ADDENDUM A


INDEMNIFICATION
PROVISIONS


 


In connection
with the engagement of Maxim Group LLC (the “Lead Manager”) by Lianluo Smart Limited (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Lead Manager, as it may be amended
from time to time in writing (the “Agreement”), the Company hereby agrees as follows:


 


1. To the extent permitted
by law, the Company will indemnify the Lead Manager and each of its affiliates, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees
and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard
to the Lead Manager, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are
found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Lead Manager’s
willful misconduct or gross negligence in performing the services described herein, as the case may be.


 


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


 


3. The Company agrees
to notify the Lead Manager promptly of the assertion against it or any other person of any claim or the commencement of any action
or proceeding relating to a transaction contemplated by the Agreement.


 


4. If for any reason
the foregoing indemnity is unavailable to the Lead Manager or insufficient to hold the Lead Manager harmless, then the Company
shall contribute to the amount paid or payable by the Lead Manager, as the case may be, as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand, and the Lead Manager on the other, but also the relative fault of the Company on the one hand and the Lead Manager on the
other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts
paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any
legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the
provisions hereof, the Lead Manager’s share of the liability hereunder shall not be in excess of the amount of fees actually
received, or to be received, by the Lead Manager under the Agreement (excluding any amounts received as reimbursement of expenses
incurred by the Lead Manager).


 


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


 


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


 




     


     


    

 





	 	Very truly yours,
	 	 
	 	Maxim GROUP LLC
	 	 
	 	By: 	/s/ Clifford A. Teller
	 	 	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:


 


	LIANLUO SMART LIMITED
	 
	By: 	/s/ Ping Chen	 
	 	Name: 	Ping Chen	 
	 	Title:  	Chief Executive Officer	 


 


		Address for notice:



		Room 1318, 13th Floor, No. 22 Shijingshan Road,



		Shijingshan District, Beijing 100040 People’s Republic
of China



		Attn: Ping Chen



		Email: [________



 


[Signature Page to
Indemnification Provisions


Pursuant to Placement
Agency Agreement


between Lianluo Smart
Limited and Maxim Group LLC]


 




     


     


    

 


Exhibit A


 


Lock-Up Parties


 


[Company management,
directors and officers]


 




     


     


    

 


Exhibit B


 


Form of Lock-Up Agreement