Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT


 


FT Global Capital, Inc.


1688 Meridian Avenue, Suite
700


Miami Beach, FL 33139


December 10, 2021


 


Ladies and Gentlemen:


 


This letter (this “Agreement”)
constitutes the agreement between AGM Group Holdings, Inc. (the “Company”) and FT Global Capital, Inc. (“FT
Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the
Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”)
by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges
and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution
of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement
of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.


 


		1.	Appointment of FT Global as Exclusive Placement Agent. 



 


On the basis of the representations,
warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the
Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its (i) Shares (as defined
below) to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the
“Securities Act”) on Form F-3 (File No. 333-236897), and (ii) Warrants (as defined below) pursuant to an exemption
from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder,
and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent
will solicit offers for the purchase of or attempt to place all or part of the Securities of the Company in the proposed Offering. Until
the final closing or upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written
consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Placement
Agent will use its reasonable “best efforts” to solicit offers to purchase the Securities from the Company on the terms, and
subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable efforts
to assist the Company in obtaining performance by each Purchaser (as defined below) whose offer to purchase Securities has been solicited
by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the
identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason.
The Company acknowledges that under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for
its own account and, in soliciting purchases of the Securities, the Placement Agent shall act solely as an agent of the Company. The Services
provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Following the
prior written consent 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 Offering.


 


The Placement Agent will solicit
offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The
Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Company
and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision of the Services
related to the Offering are subject to market conditions and the receipt of all required related clearances and approvals.


 






     


     


    

 


		2.	Fees; Expenses; Other Arrangements.



 


A. Placement
Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in
immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”)
equal to a percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering
(the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall
be seven and a half percent (7.5%) of the first $50 million of such aggregate gross proceeds and seven percent (7%) of any such aggregate
gross proceeds in excess of $50 million; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 3.5-year
warrant to purchase such number of Shares (as defined in Section 3) equal to seven percent (7%) of the Shares sold in this Offering (or
underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be
issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in
the Offering) at an exercise price of $8.30 per ordinary share underlying the warrant, which warrant shall be exercisable in full or in
part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Shares
of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”).
The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set
forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall
not exceed five years from the commencement of sales in the Offering. The Placement Agent Warrant shall have the same registration rights
as the Warrants issued to Investors in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant
will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the
subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the
Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering
in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for
in FINRA Rule 5110(e)(2).


 


B. Offering
Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a)
all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA filing fees; (c) all fees
and expenses relating to the listing of the Shares on the Nasdaq Capital Market (the “Exchange”); (d) the costs of
all mailing and printing of the documents related to the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer
of Securities from the Company to Investors; (f) the fees and expenses of the Company’s accountants; (g) FT Global’s travel
expenses and due diligence expenses not to exceed $30,000; and (h) legal fees of FT Global’s counsel not to exceed $50,000. The
Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein
to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees
to reimburse the Placement Agent to the extent required by Section 5 hereof promptly after such termination.


 


C. Tail
Financing. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private
offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail
Financing is provided to the Company by any investors that the Placement Agent has introduced to and/or contacted on behalf of the Company
through an in-person, an electronic or a telephonic communication or investors that the Placement Agent had “wall-crossed”
in connection with this Offering (or any entity under common management or having a common investment advisor), if such Tail Financing
is consummated at any time within the 12-month period following the termination of this Agreement. Any right to the fees provided by this
paragraph shall be terminated upon termination of this Agreement by the Company for “Cause,” which shall mean a material breach
by the Placement Agent of this Agreement or a material failure by the Placement Agent to provide the Services as contemplated by this
Agreement. Prior to 10 days after termination or expiration of this Agreement, the Placement Agent will provide a written list of such
investors that the Placement Agent had introduced or “wall-crossed” to the Company during the term of this agreement by electronic
mail.


 


D. The
Services provided by the Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer any rights
upon any persons or entities not a party hereto (including, without limitation, securityholders, employees or creditors of the Company)
as against the Placement Agent or its directors, officers, agents and employees.




 






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		3.	Description of the Offering. 



 


The Securities to be offered
directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”
or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company
and the Investors (the “Securities Purchase Agreement”) shall consist of shares (the “Shares”) of
the Company’s Class A ordinary shares (“Common Stock”) and certain warrants to purchase Common Stock (the “Warrants,”
and collectively with the Shares, the “Securities”). The purchase price for one Share and accompanying Warrant shall
be $6.90 per unit of Securities (the “Purchase Price”). If the Company shall default in its obligations to deliver
Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement
Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.


 


		4.	Delivery and Payment; Closing.



 


Settlement of the Securities
purchased by an Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Securities to which
the Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The
Securities shall be registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement.
The term “Business Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions
are authorized or obligated by law to close in New York, New York.


 


		5.	Term and Termination of Agreement. 



 


The term of this Agreement
will commence upon the execution of this Agreement and will terminate on March 10, 2022. Notwithstanding anything to the contrary contained
herein, any provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s
representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination
of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be
terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without
liability on the part of any party to any other party, except that those portions of this Agreement specified in Section 19 shall at all
times be effective and shall survive such termination.


 


		6.	Permitted Acts. 



 


Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any
individual or entity “controlling,” “controlled by,” or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 






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		7.	Representations, Warranties and Covenants of the Company.



 


As of the date and time of
the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes such representations
and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase Agreement, and (ii) further
represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its filings with the Securities and Exchange
Commission (the “Commission”), that:


 


A. Registration
Matters.


 


i. The
Company has filed with the Commission a registration statement on Form F-3 (File No. 333-236897) including a related prospectus, for the
registration of certain securities (the “Shelf Securities”), including the Shares, under the Securities Act and the
rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective
under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement
as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents
incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as
of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act Regulations (“Rule
430B”); provided, however, that the “Registration Statement” without reference to a time means such registration
statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time
shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning
of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated
by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A or Rule
430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule
462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b)
Registration Statement. The prospectus offering the Shelf Securities in the form first used to confirm sales of the Shares (or in the
form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities
Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement
specifically related to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Placement
Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to, collectively,
as the “Prospectus,” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus,
including any preliminary prospectus supplement specifically related to the Shares filed with the Commission by the Company with the consent
of the Placement Agent.


 


ii. All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery
of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed
to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or
after the execution and delivery of this Agreement.


 


iii. The
term “Disclosure Package” means (i) the Base Prospectus and the Preliminary Prospectus, if any, as most recently amended
or supplemented immediately prior to the Initial Sale Time (as defined herein), and (ii) the Issuer Free Writing Prospectuses (as defined
below), if any, identified in Schedule I hereto.


 


iv. The
term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities
Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule 405 of the
Securities Act Regulations.


 






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v. Any
Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date hereof,
complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus
or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects,
with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration
Statement, any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with
the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.


 


vi. The
issuance by the Company of the Shares has been registered under the Securities Act. The Shares will be issued pursuant to the Registration
Statement and will be freely transferable and freely tradable by each of the Investors without restriction, unless otherwise restricted
by applicable law or regulation. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements
with respect to the public float requirements of General Instruction I.B.1 of Form F-3 or the aggregate market value of the Shares being
sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of
Form F-3.


 


B. Regulation
D Compliance. None of the Company or the Company’s directors, executive officers, or to its knowledge, its affiliates is a “bad
actor” as defined in Rule 506(d) of the Securities Act.


 


C. Stock
Exchange Listing. The Common Stock is approved for listing on the Exchange and the Company has taken no action designed to, or likely
to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the
Exchange is contemplating terminating such listing.


 


D. No
Stop Orders, etc. Neither the Commission nor, to the Company's knowledge, any state regulatory authority has issued any order preventing
or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company's
knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any)
from the Commission for additional information.


 


E. Disclosures
in Registration Statement.


 


		i.	Compliance with Securities Act and 10b-5 Representation. 



 


(a) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the
time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities
Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering
and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.


 


(b) None
of the Registration Statement, any amendment thereto, or the Preliminary Prospectus, as of [8]:00 a.m. (Eastern time) on the date hereof
(the “Initial Sale Time”), and at the Closing Date, contained, contains or will contain an untrue statement of a material
fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance
upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement Agent expressly
for use in the Registration Statement or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information
provided by or on behalf of the Placement Agent consists solely of the following disclosure contained in the “Plan of Distribution”
section of the Prospectus: (i) the name of the Placement Agent, and (ii) the information regardings its fees and expenses (the “Placement
Agent’s Information”).


 


(c) The
Disclosure Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an 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; and each Issuer Free Writing Prospectus does not conflict with the information contained in
the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented
by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted
in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by the Placement
Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment thereof or supplement
thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely of the
Placement Agent’s Information; and


 






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(d)
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant
to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or
will 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; provided, however, that this representation and warranty shall not apply to the Placement Agent's Information.


 


ii. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package and the Prospectus conform
in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the
Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure Package and the Prospectus
or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement
or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected
and (i) that is referred to in the Registration Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company's
business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company's knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (y) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of
specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company,
and neither the Company nor, to the Company's knowledge, any other party is in default thereunder and, to the Company's knowledge, no
event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except as disclosed
in the Registration Statement, the Disclosure Package and the Prospectus. To the Company's knowledge, performance by the Company of the
material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
assets or businesses, including, without limitation, those relating to environmental laws and regulations.


 


iii. Changes
After Dates in Registration Statement.


 


(a) No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial
position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a
material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects
of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company,
other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position
with the Company.


 


(b) Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the
Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other than (i) grants under any
stock compensation plan and (ii) shares of Common Stock issued upon the exercise or conversion of option, warrants or convertible securities
described in the Registration Statement, the Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or
contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.


 






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F. Transactions
Affecting Disclosure to FINRA.


 


i. Finder's
Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder's, consulting
or origination fee by the Company or any executive officer or director of the Company with respect to the sale of the Securities hereunder
or any other arrangements, agreements or understandings of the Company or, to the Company's knowledge, any of its stockholders.


 


ii. Payments
Within Twelve (12) Months. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any
person, as a finder's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other than
the payment to the Placement Agent as provided hereunder in connection with the Offering.


 


iii. Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.


 


iv. FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 5% or
more of any class of the Company's securities or (iii) to the Company’s knowledge, beneficial owner of the Company's unregistered
equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is
an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations
of FINRA).


 


G. Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.


 


H. Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period of 120
days after the Closing Date (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be
filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than pursuant to a registration statement
on Form S-8 for employee benefit plans; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery
of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect
any transaction specified in clause (i) or (ii). The restrictions contained in this section shall not apply to (i) the issuance by the
Company of Common Stock upon the exercise of stock options, warrants or the conversion of a security, in each case, that is outstanding
on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof to increase the
number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
with share splits or combinations) or to extend the term of such securities; (ii) the grant by the Company of stock options or other stock-based
awards, or the issuance of shares of capital stock of the Company under any stock compensation plan of the Company in effect on the date
hereof; and (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities
Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the
Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or
through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the current business of the Company
at such time and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities.


 


I. Lock-Up
Agreements. The Company has caused each of its officers, directors and beneficial owners of 5% or more of any class of the Company's
securities to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached as Exhibit A hereto (the “Lock-Up
Agreement”).


 






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		8.	Conditions of the Obligations of the Placement Agent. 



 


The obligations of the Placement
Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section
7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the
Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions: 


 


A. Regulatory
Matters.


 


i. Effectiveness
of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and, on the
Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been
issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued
and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by
the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with the
Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date shall have been made within the applicable
time period prescribed for such filing by Rule 424.


 


ii. FINRA
Clearance. On or before the Closing Date, the Placement Agent shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Placement Agent as described in the Registration Statement.


 


iii. Listing
of Additional Shares. On or before the Closing Date, the Company shall have filed a notice with the Exchange with respect to the Company’s
additional listing of the securities sold in the Offering.


 


B. Company
Counsel Matters. On the Closing Date, the Placement Agent shall have received the favorable opinion and negative assurance letter
of Ortoli Rosenstadt LLP, and favorable opinions of Mourant Ozannes and East & Concord Partners, outside counsels for the Company,
or of other counsels reasonably satisfactory to the Placement Agent, in each case dated the Closing Date and addressed to the Placement
Agent, and in each case substantially in form and substance reasonably satisfactory to the Placement Agent.


 


C. Comfort
Letter. The Placement Agent shall have received letters dated the date of this Agreement and the Closing Date, each in form and substance
satisfactory to the Placement Agent, from the Company's independent public accountants, containing statements and information of the type
ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial
information contained in the Registration Statement and Prospectus.


 


D. Officers’
Certificate. On the Closing Date, the Placement Agent shall have received a certificate of the chief executive officer and chief financial
officer of the Company, dated the Closing Date, to the effect that, (i) such officers have carefully examined the Registration Statement,
the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each
amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any untrue statement of a material fact and
did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the
Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of its date and as of
the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date,
did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not misleading; and (ii) as of the Closing Date the representations
and warranties of the Company contained herein and in the Securities Purchase Agreement were and are accurate in all material respects,
and that the obligations to be performed by the Company hereunder have been fully performed in all material respects.


 






    8


     


    

 


E. Secretary’s
Certificate. On the Closing Date, the Placement Agent shall have received from the Company a certificate of the corporate secretary
of the Company, dated the Closing Date, certifying to the organizational documents of the Company, good standing in the jurisdiction of
formation of the Company and board resolutions authorizing the Offering of the Securities.


 


F. Indemnification
Escrow. On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually
agreeable escrow agent, pursuant to which $500,000 of the proceeds of the Offering will be deposited by the Company, in connection with
the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not
subject to an indemnification claim as of the one-year anniversary of the Closing Date will be returned to the Company in accordance with
the terms of the Escrow Agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.


 


G. No
Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving
a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company
from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of
the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company,
except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued
under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration
Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which
are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material
respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure
Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


H. Delivery
of Agreements.


 


(i) Lock-Up Agreements.
On or before the Closing Date, the Company shall have delivered to the Placement Agent executed copies of the Lock-Up Agreement from each
of the Company’s officers, directors and beneficial owners of 5% or more of any class of the Company's securities.


 


(ii) Placement
Agent Warrant. On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy or copies of the Placement
Agent Warrant(s) in such designations as requested by the Placement Agent.


 


(iii) Escrow Agreement.
On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy of the Escrow Agreement.


 


I. Additional
Documents. At the Closing Date, Placement Agent’s counsel shall have been furnished with such documents and opinions as they
may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Placement Agent and Placement Agent’s counsel.


 






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		9.	Indemnification and Contribution; Procedures. 



 


A. Indemnification
of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling
such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the
Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred
to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other
liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses
(including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement)
(collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified
Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement,
the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each
may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in
connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the
Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9,
collectively called “application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission
or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such
statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees
to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement
of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce
the indemnification that each Indemnified Person would have if he was a party to this Agreement.


 


B. Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may
reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided
that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the
Company may have on account of this Section 9 or otherwise to such Indemnified Person, except to the extent (and only to the extent) that
its ability to assume the defense of any such action (as contemplated in the next sentence) is actually impaired by such failure or delay.
The Company shall, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel reasonably
satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company
has failed promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons
or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of
interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified
Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being
understood, however, that the Company shall not be liable for the expenses of more than one separate
counsel (together with local counsel), representing the Placement Agent and all Indemnified Persons who are parties to such action.
The Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably
withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent
to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement,
indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement,
compromise, consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party,
from all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement,
reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such
amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the date
of any invoice therefor).


 






    10


     


    

 


C. Indemnification
of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the
Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or
omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement
thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought
against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure
Package or Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent,
the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall
have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement
Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with
the issuance and sale of the Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus, provided, that failure by the Company so to notify the Placement
Agent shall not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section
9.C. or otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure.


 


D. Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person, then each
indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such proportion as is
appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified
Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand,
and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities
or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less
than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in
excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Placement Agent on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in
this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent
on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total value
received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the Placement
Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


E. Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)
of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with
any such advice, actions, inactions or services.


 


F. Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and effect
regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.
Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section
9 as if he/she/it was a party to this Agreement.


 


		10.	Limitation of FT Global’s Liability to the Company. 



 


FT Global and the Company
further agree that neither FT Global nor any of its affiliates or any of their respective officers, directors, controlling persons (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the
Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct
or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or
equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by FT Global and that are finally judicially determined
to have resulted solely from the gross negligence or willful misconduct of FT Global.


 






    11


     


    

 


		11.	Limitation of Engagement to the Company. 



 


The Company acknowledges that
FT Global has been retained only by the Company, that FT Global is providing services hereunder as an independent contractor (and not
in any fiduciary or agency capacity) and that the Company’s engagement of FT Global is not deemed to be on behalf of, and is not
intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against FT
Global or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by FT Global,
no one other than the Company is authorized to rely upon any statement or conduct of FT Global in connection with this Agreement. The
Company acknowledges that any recommendation or advice, written or oral, given by FT Global to the Company in connection with FT Global’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used
or relied upon for any other purpose. FT Global shall not have the authority to make any commitment binding on the Company. The Company,
in its sole discretion, shall have the right to reject any investor introduced to it by FT Global. If any purchase agreement and/or related
transaction documents are entered into between the Company and the investors in the Offering, FT Global will be entitled to rely on the
representations, warranties, agreements and covenants of the Company contained in any such purchase agreement and related transaction
documents as if such representations, warranties, agreements and covenants were made directly to FT Global by the Company.


 


		12.	Amendments and Waivers. 



 


No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise
any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.


 


		13.	Confidentiality.



 


In the event of the consummation
or public announcement of any Offering, FT Global shall have the right to disclose its participation in such Offering, including, without
limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. FT Global
agrees not to use any confidential information concerning the Company provided to FT Global by the Company for any purposes other than
those contemplated under this Agreement.


 


		14.	Headings. 



 


The headings of the various
sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.


 


		15.	Counterparts. 



 


This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same instrument. The words “execution,” “signed”
and “signature” and words of like import in this Agreement and all documents relating thereto, shall (to the extent permissible
under governing documents) include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law.


 






    12


     


    

 


		16.	Severability. 



 


The invalidity, illegality
or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity, legality or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid, illegal or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary
to make it valid and enforceable.


 


		17.	Use of Information. 



 


The Company will furnish FT
Global such written information as FT Global reasonably requests in connection with the performance of its services hereunder. The Company
understands, acknowledges and agrees that, in performing its services hereunder, FT Global will use and rely entirely upon such information
as well as publicly available information regarding the Company and other potential parties to an Offering and that FT Global does not
assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise
furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial information,
forecasts or projections considered by FT Global in connection with the provision of its services.


 


		18.	Absence of Fiduciary Relationship. 



 


The Company acknowledges and
agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities
and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any
of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company
on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company
following discussions and arms-length negotiations with the Investors and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement
Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company
and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory
or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by
this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agent may have
interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have
against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.


 


		19.	Survival of Indemnities, Representations, Warranties, Etc. 



 


The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement
or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made
by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of
and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant
to Section 5, the payment, reimbursement, indemnity, contribution, advancement and limitation of liability agreements contained in Sections
2, 3, 9, 10, and 11, and the Company’s covenants, representations, and warranties set forth in this Agreement, shall not terminate
and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants,
warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any of the Placement Agent, any person who controls
the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of
the Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.


 


		20.	Governing Law. 



 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein,
without regard to its choice of law provisions. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The parties hereto
expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan.
The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the
City and County of New York, Borough of Manhattan. The Company hereby appoints Vcorp Agent Services, Inc., located at 25 Robert Pitt Drive,
Suite 204, Monsey, NY 10952, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any
suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein. The Company hereby represents
and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the
Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment
in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service
of process upon the Company.


 






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		21.	Notices. 



 


All communications hereunder
shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows: 


 


If to the Company:


 


AGM Group Holdings, Inc.


c/o Creative Consultants (Hong
Kong) Limited


Room 1502-3 15/F., Connaught
Commercial Building, 185 Wanchai Road


Wanchai, Hong Kong


Attention: Wenjie Tang, Co-CEO


wj.tang@angaomeng.com


 


If to the Placement Agent:


 


FT Global Capital, Inc.


1688 Meridian Avenue, Suite
700, Miami Beach, FL, 33139


786-220-6129 (Office); 786-655-8201
(Fax)


Attention: President


 


Any party hereto may change
the address for receipt of communications by giving written notice to the others. 


 


		22.	Miscellaneous. 



 


This Agreement constitutes
the entire agreement of FT Global and the Company, and supersedes any prior agreements, with respect 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, and the remainder of this Agreement shall remain in full force and effect.


 


		23.	Successors. 



 


This Agreement will inure
to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling
persons referred to in Section 9 hereof, and to their respective successors, and personal representatives, and, except as set forth in
Section 9 of this Agreement, no other person will have any right or obligation hereunder. 


 


[SIGNATURE PAGE TO FOLLOW]




 






    14


     


    

 


In acknowledgment that the
foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign
in the space provided below, whereupon this letter shall constitute a binding agreement as of the date executed.


 


	Very truly yours,	 
	 	 	 	 
	AGM GROUP HOLDINGS INC.	 
	 	 	 	 
	By:	/s/ Wenjie Tang	 
		Name:	Wenjie Tang	 
		Title:	Co-Chief Executive Officer	 
	 	 	 	 
	Confirmed as of the date first written above:	 
	 	 	 	 
	FT GLOBAL CAPITAL, INC.	 
	 	 	 	 
	By:	/s/ Patrick Ko	 
	 	Name:	Patrick Ko	 
	 	Title:	President	 



 




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SCHEDULE I


 


Issuer General Use Free Writing
Prospectuses


 


None.


 




    16


     


    


 


Exhibit A


 


Lock-Up Agreement






 


December 10, 2021


 


FT Global Capital, Inc.


1688 Meridian Avenue, Suite
700


Miami Beach, Florida, 33139


Attention: President


 


Ladies and Gentlemen:


 


The undersigned understands
that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”)
with AGM Group Holdings Inc., a British Virgin Islands corporation (the “Company”), providing for the public offering
(the “Public Offering”) of securities of the Company, including the Company’s Class A ordinary shares (the “Common
Stock”).


 


To induce the Placement Agent
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of
the closing of the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend,
or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable
for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter
acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any
demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to
make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up
Securities.


 


Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Placement
Agent in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of
the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in
such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member
or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship
by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution;
or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity,
any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned,
as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such
transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Placement Agent a lock-up agreement
substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required
or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up
agreement.


 






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Any release or waiver granted
by the Placement Agent hereunder shall only be effective two (2) business days after the publication date of a press release announcing
such release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer
of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this
lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.


 


No provision in this agreement
shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable
for or convertible into Common Stock, as applicable; provided that the undersigned does not transfer the Common Stock acquired
on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.
In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1”
plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities
within the Lock-Up Period).


 


The undersigned understands
that the Company and the Placement Agent are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.


 


The undersigned understands
that, if the Agreement is not executed within 30 days of the date hereof, or if the Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, then
this lock-up agreement shall be void and of no further force or effect.


 


Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Agreement, the terms of which are subject to negotiation between the Company and the Placement Agent.


 


[SIGNATURE PAGE TO FOLLOW]


 




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	 	Very truly yours,
	 	 
	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)  
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)



 





 


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