Exhibit 10.2


 


December 8, 2021


 


Stran & Company, Inc.


2 Heritage Drive, Suite 600


Quincy, MA 02171


Attention: Andrew Shape, Chief Executive Officer


 


Dear Mr. Shape:


 


This letter (the "Agreement")
constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC ("EF Hutton" or the "Placement
Agent") and Stran & Company, 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 Common Stock of the Company (the "Shares"), par value $0.0001 per share (the "Common Stock") and warrants
to purchase Common Stock (the "Warrants," the shares of 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.


 






     


     


    

 


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"),
plus a fee of 0.5% of the gross proceeds raised 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 three
percent (3.0%) 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.


 


(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 October 7, 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.


 






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(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.


 


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.


 






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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.


 


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]


 






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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.


 


(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.


 






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(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.


 


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.


 






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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 November 8, 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.


 


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.


 






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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.


 


[The remainder of this
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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:	 
	 	 	 	 
	 	590 Madison Avenue, 39th Floor	 
	 	New York, NY 10022	 
	 	Attention: Joseph Rallo	 
	 	Email: jrallo@efhuttongroup.com	 



 


		Accepted and Agreed to as of the date first written above:
	 	 	 
	 	STRAN & COMPANY, INC.



 


	 	By:	/s/ Andrew Shape	 
	 	Name:	Andrew Shape	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	Address for notice:	 
	 	 	 
	 	2 Heritage Drive, Suite 600	 
	 	Quincy, MA 02171	 
	 	Attention: Andrew Shape, Chief Executive Officer	 
	 	Email: andyshape@stran.com	 



 






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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 apart, 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.


 






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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.


 

 


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