Exhibit 10.2


 


November 30, 2021


 


Longeveron Inc.


1951 NW 7th Avenue, Suite 520


Miami, Florida 33136


Attention: Geoff Green, Chief Executive Officer 


 


Dear Mr. Green:


 


This letter (the “Agreement”)
constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Placement
Agent”) and Longeveron Inc. (the “Company”), that EF Hutton shall serve as the exclusive placement agent
for the Company, on a “reasonable best efforts” basis, in connection with the proposed private placement (the “Placement”)
of Class A Common Stock of the Company (the “Shares”), par value $0.001 per share (the “Class A Common Stock”)
and warrants to purchase Class A Common Stock (the “Warrants,” the shares of Class A Common Stock issuable upon exercise
of the Warrants, the “Warrant Shares” and the Shares, Warrants and Warrant Shares, collectively, the “Securities”).
The terms of the Placement shall be mutually agreed upon by the Company, EF Hutton and the purchasers of the Securities (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that EF Hutton 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 hereinafter defined) shall be collectively referred to herein as the “Transaction Documents.”
Each date on which there is a closing (each a “Closing”) of the Placement shall be referred to herein as a “Closing
Date.” The Company expressly acknowledges and agrees that EF Hutton‘s obligations hereunder are on a reasonable best efforts
basis only and that the execution of this Agreement does not constitute a legal or binding commitment by EF Hutton to purchase the Securities
or introduce the Company to investors and does not ensure the successful placement of the Securities or any portion thereof or the success
of EF Hutton 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 purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser in a form reasonably
acceptable to the Company and EF Hutton. Prior to the signing of the Purchase Agreement, officers of the Company will be available to
answer inquiries from prospective Purchasers.


 


Notwithstanding anything herein
to the contrary, in the event EF Hutton determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including
but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement in writing upon the request of EF Hutton to comply
with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.


 


Unless otherwise provided,
all dollar amount in this Agreement shall be U.S. dollars.


 




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SECTION 1.  COMPENSATION.
As compensation for the services provided by EF Hutton hereunder, the Company agrees to pay to EF Hutton:


 


(A) A
cash fee payable in U.S. dollars equal to 8.0% of the gross proceeds received by the Company from Purchasers at each Closing (the “Cash
Compensation”), including 1.0% for non-accountable expenses related to the offering. The Cash Compensation shall be paid by
wire transfer on the date of each Closing of the Placement from the gross proceeds of the Securities sold.


 


(B) The
Company, at each Closing, will grant to EF Hutton warrants (the “Placement Warrants”) covering a number of the securities
equal to the sum of four percent (4.0%) of the total number of Shares issued in the Placement to the Purchasers (the “Warrant
Shares”) issued in the Placement at such Closing. The Placement Warrants will be exercisable six (6) months after the date of
each Closing and expire five (5) years after such Closing. The Placement Warrants will be initially exercisable at a price per share equal
to the exercise price of the Warrants issued in the Placement. Subject to FINRA Rule 5110, the Placement Agent will be entitled to the
same registration rights as the Purchasers. The Placement Warrants may be exercised in whole or in part, shall provide for “cashless
exercise”, and shall provide for customary anti-dilution protection for stock splits, combinations and the like.


 


(C) The
Company also agrees to reimburse EF Hutton at each Closing for all of EF Hutton’s reasonable expenses, including, without limitation,
fees and disbursements of EF Hutton’s counsel and all travel and other out-of-pocket expenses, incurred by EF Hutton in connection
with the Placement up to $100,000. In the event this Agreement shall terminate prior to the consummation of the Placement, EF Hutton shall
be entitled to reimbursement of its actual, out-of-pocket accountable expenses (including legal fees up to a maximum of $50,000) incurred
by the Placement Agent in connection with the Placement. Expenses will be reimbursed on the date of the initial Closing or, if there is
no Closing, on or prior to the Termination Date.


 


SECTION 2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. Each of the representations and warranties (together with any related disclosures in any disclosure
schedules appended thereto) made by the Company to the Purchasers in the Transaction Documents, is hereby incorporated herein by reference
(as though fully restated herein) and is, as of the date of this Agreement, hereby made to, and in favor of, the Placement Agent. In addition
to the foregoing, the Company represents and warrants to the Placement Agent that:


 


(A)  (i)
the Company has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) this
Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable in accordance
with its terms; and (iii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does
not conflict with or result in a breach of (y) the Company’s certificate of incorporation or by-laws or other charter documents
or (z) any agreement to which the Company is a party or by which any of its property or assets is bound.


 




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(B) All
disclosure provided by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated hereby,
taken together with all filings the Company has made with the Securities and Exchange Commission, is true and correct in all material
aspects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading. Each filing made by the Company
with the Securities and Exchange Commission since January 19, 2021 did not at the time of release contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. To the best of the Company's knowledge and belief, other than the current
capital raising (of which this Agreement forms part), no event or circumstance has occurred or information exists with respect to the
Company or its business, properties, prospects, operations or financial conditions, which, under the applicable laws, rules or regulations,
requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.


 


(C) The
Company has not taken and will not take any action, directly or indirectly, so as to cause the Placement to fail to be entitled to rely
upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In
effecting the Placement, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations
thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national,
provincial, city or other legal requirements).


 


(D)  The
Company has the power to submit, and pursuant to Section 9 of this Agreement, has legally, validly, effectively and irrevocably submitted,
to the non-exclusive personal jurisdiction of any New York State or United States federal court located in the City of New York, Borough
of Manhattan, (each, a “New York Court”). The Company has the power to designate, appoint and authorize, and pursuant to Section
9 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process
in any action arising out of or relating to this Agreement or the Placement in any New York Court, and service of process effected on
such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 9 of this Agreement.


 


SECTION 3.  REPRESENTATIONS
OF EF HUTTON. EF Hutton represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer
under the Securities Exchange Act of 1934, as amended, (iii) is licensed as a broker/dealer under the laws of the states applicable to
the offers and sales of the Securities by EF Hutton, (iv) is and will be a body corporate 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, (vi) the Placement
Agent has not taken and will not take any action, directly or indirectly, so as to cause the Placement to fail to be entitled to rely
upon the exemption from registration afforded by Section 4(a)(2) of the Act; (vii) in effecting the Placement, the Placement Agent agrees
to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules,
regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements),
(viii) this Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of EF Hutton enforceable
in accordance with its terms, and (ix) neither the Placement Agent, any person compensated for soliciting investors in the Placement,
nor any general partner, managing member, executive officer, director or officer of the Placement Agent participating in the Placement
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2). EF Hutton will immediately notify
the Company in writing of any change in its status as such. EF Hutton covenants that it will use its reasonable best efforts to conduct
the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.




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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.


 


(A)
 This Agreement will remain in effect
until the earlier of (i) the Closing date of the Placement and (ii) the date a party terminates the engagement according with the terms
of the next sentence. The engagement may be terminated by either party on ten (10) days prior written notice to the other party until
a Closing has occurred. Following the final Closing of this Placement, this Agreement will automatically terminate. The date of termination
of this Agreement is referred to herein from time to time as the “Termination Date.” If, within six (6) months after
the Termination Date, 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 other than any warrants issued
in connection with this Agreement) with any of the investors contacted by the Placement Agent in connection with the Placement (other
than Company Introduced Purchasers), the Company will pay to the Placement Agent upon the closing of such financing the compensation set
forth in Section 1 upon closing of such financing. 


 


(B) Notwithstanding
anything herein to the contrary, subject to the six (6) months limitation described in Section 5(A) above, the obligation to pay the compensation
and expenses accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 9, 10 and 11 and all
of Exhibit A attached hereto (the terms of which are incorporated by reference hereto), will survive any termination or expiration of
this Agreement. The termination of this Agreement shall not affect the Company's obligation to pay fees to the extent provided for in
Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to such Termination Date to the
extent provided for herein. All such accrued fees and reimbursements due shall be paid to the Placement Agent on or before the Termination
Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or
any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof).


 


SECTION 6. EF
HUTTON INFORMATION. The Company agrees that any information or advice rendered by EF Hutton 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 EF Hutton’s prior written consent.


 




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SECTION 7. NO
FIDUCIARY RELATIONSHIP; SECURITIES AND OTHER LAW COMPLIANCE.


 


(A) 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 EF Hutton 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 EF Hutton hereunder, all of which are hereby expressly
waived.


 


(B) The
Company, at its own expense, will use its best efforts to obtain any registration, qualification or approval required to sell any Securities
under the laws (including U.S. state "blue sky" laws) of any applicable jurisdictions (including those of Canada or any instrumentality
thereof).


 


SECTION 8. [INTENTIONALLY OMITTED]


 


SECTION 9. CLOSING.
The obligations of the Placement Agent hereunder, and the closing of the sale of the Securities pursuant to the Purchase Agreement are
subject to the accuracy, when made and on each 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 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 Securities 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.


 


(B) The
Placement Agent shall have received as of each Closing Date the favorable opinions of legal counsel to the Company identified in the Purchase
Agreement, dated as of such Closing Date, addressed to the Placement Agent in form and substance satisfactory to the Placement Agent.


 




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(C) (i)
Neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included
or incorporated by reference in its reports publicly filed with the Securities and Exchange Commission, any material 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 Purchase Agreement and
disclosure schedules thereto and (ii) since such date there shall not have been any change in the capital stock or long-term debt of the
Company or any 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 as set forth in or contemplated by the Purchase Agreement and disclosure schedules thereto, the effect of which, in any such
case described in clause (i) or (ii), is, in the reasonable 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 Purchase Agreement
and disclosure schedules thereto.


 


(D) Subsequent
to the execution and delivery of this Agreement and up to the Closing Date, there shall not have occurred any of the following: (i) trading
in the Company’s securities generally on the applicable trading market shall have been suspended or minimum or maximum prices or
maximum ranges for prices shall have been established on any such exchange or such market by the Securities and Exchange Commission or
by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been
declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance
services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently engaged,
the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or there shall have
been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any other calamity or crisis
or any change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event
in clause (iii) or (iv) makes it, in the sole and reasonable judgment of the Placement Agent, impracticable or inadvisable to proceed
with the sale or delivery of the Securities on the terms and in the manner contemplated by the Purchase Agreement.


 


(E) 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
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 the business or operations of the Company.


 


(F) 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.


 


(G) On
or 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, including a secretary certificate and officer certificate in form and substance reasonably
acceptable to the Placement Agent.


 




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All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Placement Agent. 


 


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. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising
out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York
Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action
or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s
address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service
of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective
service process upon the Placement Agent, in any such suit, action or proceeding. 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, the prevailing party in such action or proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


  


SECTION 11. ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended
or otherwise modified or waived except by an instrument in writing signed by both EF Hutton and the Company. The representations, warranties,
agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities, as applicable. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof. The Company agrees that the Placement
Agent may rely upon, and is a third party beneficiary of, the representations and warranties, and applicable covenants set forth in any
such purchase, subscription or other agreement with the Purchasers in the Placement. For the avoidance of doubt, the right of first refusal
provided to EF Hutton pursuant to the Underwriting Agreement, dated February 12, 2021, by and between the Company and EF Hutton, shall
remain in full force and effect in accordance with its terms for the period set forth therein.




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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. SECURITIES AND OTHER LAW
COMPLIANCE. The Company, at its own expense, will use its best efforts to obtain any registration, qualification or approval required
to sell any securities under the laws (including U.S. state “blue-sky” laws) of any applicable jurisdictions or any instrumentality
thereof.


 


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.


 


SECTION 15.  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 (“Legal Requirement”)), without the Company’s
prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than
in connection with the Placement. 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 the Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the Placement.
The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available
other than as a result of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes
available to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to the Placement
Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently
developed by the Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company.
The term “Representatives” shall mean the 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 (2) years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement
Agent or any of its Representatives are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent
and its Representatives will furnish only that portion of the Confidential Information which the Placement Agent or its Representative,
as applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the Confidential Information so disclosed.


  


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    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 EF Hutton the enclosed copy of this Agreement.


 


	 	Very
    truly yours,
	 	 
	 	EF
    HUTTON
	 	 
	 	By: 	/s/
    Sam Fleischman
	 	 	Name:	 Sam Fleischman
	 	 	Title:	 Supervisory Principal
	 	 
	 	Address
    for notice:
	 	17
    Battery Pl Suite 625
	 	New
    York, NY 10004
	 	Attention:
                                            Joseph Rallo

    Email:
    jrallo@efhuttongroup.com



 


Accepted and Agreed to as of


the date first written above:


 


LONGEVERON INC.


 


	By: 	/s/
    Geoff Green	 
	 	Name: 	 Geoff Green	 
	 	Title: 	Chief Executive Officer	 


 


Address for notice:


Longeveron Inc.


1951 NW 7th Avenue, Suite 520


Miami, Florida 33136


Attention: Geoff Green, Chief Executive Officer 


 




    


     


    

 


ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


Capitalized terms used in
this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached:


 


In addition to and without
limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company
agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings
and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as
and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not
in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly,
caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without
limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations
under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any
breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document
or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement
or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified
Party seeking indemnification hereunder.


 


The Company also agrees that
no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in
connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability
is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly
from such Indemnified Party's gross negligence or willful misconduct.


 


These Indemnification Provisions
shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated
entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities
laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons
of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified
Party.




    


     


    

 


If any action, suit, proceeding
or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable
promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations
hereunder unless the Indemnified Party’s ability to defend such action, suit, proceeding or investigation is materially impaired
by such failure. If counsel for an Indemnified Party 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 Indemnified Party, the Indemnified Party shall
have the right to retain a separate counsel of its own choice to represent it, and the fees, expenses and disbursements of no more than
one such separate counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities,
cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against
any Indemnified Party made with the Company's written consent. The Company shall not, without the prior written consent of Placement Agent,
settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of
an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with
respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any
Indemnified Party or any action or inaction of any Indemnified Party.


 


In order to provide for just
and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case,
even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to
which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders,
subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided
in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but
also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements,
acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The
relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed
to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to
which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or
transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of
fees previously received by Placement Agent pursuant to the Agreement.


 


Neither termination nor completion
of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification
Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties
and their respective successors, assigns, heirs and personal representatives.