Exhibit 10.3


 


June 10, 2022


 


BIT Mining Limited


Units 813&815, Level 8, Core F, Cyberport 3


100 Cyberport Road


Hong Kong


 


Attn: Bo Yu, Chairman & Chief Operating Officer


 


Dear Mr. Yu:


 


This letter agreement (this
 “Agreement”) constitutes the agreement between BIT Mining Limited (the “Company”) and H.C. Wainwright &
Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any public or
private offering, including, but not limited to, registered direct offering (each, an “Offering”) of securities of
the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering
and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies
that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation
to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion
of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt
of all internal approvals of Wainwright in connection with an Offering. The Company expressly acknowledges and agrees that Wainwright’s
involvement in an Offering is strictly on a reasonable best efforts basis and that the consummation of an Offering will be subject to,
among other things, market conditions. The execution of this Agreement does not constitute a commitment by Wainwright to purchase the
Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing any other
financing on behalf of the Company. Wainwright may retain other brokers, dealers, agents or underwriters on its behalf in connection with
an Offering.


 


A.            Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright as
follows:


 


		1.	Cash Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering an
underwriter discount, equal to 7.0% of the aggregate gross proceeds raised in each Offering (the “Cash Fee”); provided,
however, that such Cash Fee shall be reduced to 3.0% of the aggregate gross proceeds raised in each Offering from Vine Grass Garden Limited,
Ancient Ark Century Limited and the investors with whom the Company has prior relationship and are listed on Annex A hereto (the
 “Reduced Compensation Investors”). In addition, the Company shall pay to Wainwright a cash fee equal to 6.0% of the
aggregate gross proceeds received from the cash exercise of any warrants issued in an Offering (to be reduced to 3.0% of the aggregate
gross proceeds received by the Company from the cash exercise of any warrants issued in an Offering to the Reduced Compensation Investors).
The fee payable on such exercise of warrants shall be paid to Wainwright promptly following receipt by the Company and in any event within
five (5) business days from the date(s) on which the consideration paid for the exercise of such warrants is received by the
Company.



 






     


     


    

 


		2.	Warrant Coverage. The Company shall issue to Wainwright or its designees at each Closing, warrants
(the “Wainwright Warrants”) to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate
number of ordinary shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment”
component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component,
with the Wainwright Warrants issuable upon the exercise of such component); provided, however, that such Wainwright Warrants coverage
shall be reduced to 1.0% with respect to the aggregate gross proceeds raised in each Offering from the Reduced Compensation Investors.
Upon any exercise for cash of any warrants issued to investors in each Offering, the Company shall issue to Wainwright (or its designees),
within five (5) business days of the Company’s receipt of the exercise price, the Wainwright Warrants to purchase that number
of ordinary shares of the Company equal to 6.0% of the aggregate number of such ordinary shares underlying the warrants that have been
so exercised (to be reduced to 1.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised
by the Reduced Compensation Investors). If the Securities included in an Offering are convertible, the Wainwright Warrants shall be determined
by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Wainwright Warrants shall be
in a customary form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to 125% of the
offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price
of the common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided,
however, that Wainwright Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided,
further, that if warrants are issued to investors in an Offering, the Wainwright Warrants shall have the same terms as the warrants issued
to investors in the applicable Offering, except that such Wainwright Warrants shall have an exercise price equal to 125% of the Offering
Price.



 


		3.	Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright
(a)  $35,000 for non-accountable expenses; (b) up to $75,000 for fees and expenses of legal counsel and other out-of-pocket
expenses; plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder and, if applicable, the costs associated
with the use of a third-party electronic road show service (such as NetRoadshow); provided, however, that any accountable costs and expenses
must be accompanied by reasonable evidence in support for reimbursement; provided, further, that such amount in no way limits or impairs
the indemnification and contribution provisions of this Agreement.



 






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		4.	Tail. Wainwright shall be entitled to compensation under clauses (1) and (2) hereunder,
calculated in the manner set forth therein, 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 financing or capital is provided to the Company by investors
whom Wainwright had contacted during the Term or introduced to the Company during the Term, if such Tail Financing is consummated at any
time within the 12-month period following the expiration or termination of this Agreement; provided, however, that Wainwright shall provide
a written list of investors that it had contacted or introduced during the Term within ten (10) business days following the conclusion
of the Term.



 


B.            Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof and
end thirty (30) days thereafter (the “Initial Term”); provided, however, that if an Offering is consummated within
the Initial Term, the term of this Agreement shall be extended by an additional thirty (30) day period (the “Extension Term,”
and together with the Initial Term, the “Term”). For clarity, the term “Term” shall mean the Initial Term
if there is no Extension Term. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating
to the payment of fees, reimbursement of expenses, tail, indemnification and contribution, confidentiality, conflicts, independent contractor
and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the
contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i).
The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating
to the tail fees. Notwithstanding anything to the contrary contained in this Agreement, in the event that an Offering pursuant to this
Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its
actual and accountable out-of-pocket expenses related to an Offering (including the fees and disbursements of Wainwright’s legal
counsel) and, if applicable, for electronic road show service used in connection with an Offering; provided, however, that any of such
costs and expenses must be accompanied by reasonable evidence in support for reimbursement. During the Term: (i) the Company will
not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations
or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction
which would be in lieu of an Offering. Furthermore, the Company agrees that during the Term, all inquiries from prospective investors
will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage
or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering.


 


C.            Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information reasonably requested by Wainwright for
the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”).
In addition, the Company agrees to make available to Wainwright upon reasonable request from time to time the officers, directors, accountants,
counsel and other advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information,
including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase
Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated
by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness
of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets
or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss all information
relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including
any document included or incorporated by reference therein. At each Offering, at the reasonable request of Wainwright, the Company shall
deliver or cause to be delivered such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters,
officers’ and secretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Wainwright
and its counsel as is customary for such Offering. Wainwright shall be a third party beneficiary of any representations, warranties, covenants,
closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants,
closing conditions and closing deliverables made to any investor in an Offering.


 






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D.            Related
Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


		1.	Underwritten Offering. If an Offering is an underwritten Offering, the Company and Wainwright shall
enter into a customary underwriting agreement in form and substance reasonably satisfactory to Wainwright and its counsel.



 


		2.	Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the
investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and
such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect
to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to
the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries
from prospective investors.



 


		3.	Escrow, Settlement and Closing. If each Offering is not settled via delivery versus payment (“DVP”),
the Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant to which Wainwright’s compensation
and expenses shall be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via DVP, Wainwright
shall arrange for its clearing agent to provide the funds to facilitate such settlement; provided, however, if the clearing firm provides
the funds in a best efforts offering and subsequent to such delivery an investor fails to provide the necessary funds to the clearing
agent for such purchase of Securities, Wainwright shall instruct the clearing agent to promptly return any such Securities to the Company
and the Company shall promptly return such investor’s purchase price to the clearing agent. The Company shall pay Wainwright closing
costs, which shall also include the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, which
closing costs shall not exceed $15,950.



 






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		4.	FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright
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 (or include such revisions in the final underwriting agreement) in writing upon the
reasonable request of Wainwright to comply with any such rules; provided that any such amendments shall not provide for terms that are
less favorable to the Company than are reflected in this Agreement.



 


E.            Confidentiality.
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and other
newspapers and journals.


 


F.            Indemnity.


 


		1.	In connection with the Company’s engagement of Wainwright hereunder, the Company hereby agrees to
indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members, shareholders,
agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all
claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including
the reasonable fees and expenses of counsel), as incurred, whether or not the Company is a party thereto (collectively a “Claim”),
that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or
any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in
connection with the Company’s engagement of Wainwright, or (B) otherwise relate to or arise out of Wainwright’s activities
on the Company’s behalf under Wainwright’s engagement, and the Company shall reimburse any Indemnified Person for all expenses
(including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing
or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any
Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have
resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees that
no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of Wainwright except
for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.



 


		2.	The Company further agrees that it will not, without the prior written consent of Wainwright, settle,
compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought
hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or
consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.



 






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		3.	Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution
of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing
of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses.
If the Company is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of
counsel for such Indemnified Person and the payment of the fees and expenses of such counsel, provided, however, that such counsel shall
be satisfactory to the Indemnified Person and provided further that if the legal counsel to such Indemnified Person reasonably determines
that the use of counsel chosen by the Company to represent such Indemnified Person would present such counsel with a conflict of interest
or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified
Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition
to those available to the Company, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary)
to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If
such Indemnified Person does not request that the Company assume the defense of such Claim, such Indemnified Person will employ its own
separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall
pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or
diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the
obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall
be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all
amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which the Company
assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel
therefor at his, her or its own expense.



 


		4.	The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court
to be unavailable for any reason then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall contribute
to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the
Company, on the one hand, and Wainwright on the other, in connection with Wainwright’s engagement referred to above, subject to
the limitation that in no event shall the amount of Wainwright’s contribution to such Claim exceed the amount of fees actually received
by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby agrees that the relative benefits to the
Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s engagement shall be deemed to be in the same
proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether
or not consummated) for which Wainwright is engaged to render services bears to (b) the fee paid or proposed to be paid to Wainwright
in connection with such engagement.



 






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		5.	The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall
be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Person may have at law or at
equity and (b) shall be effective whether or not the Company is at fault in any way.



 


		6.	If the Company subsequently enters into an underwriting agreement or a placement agent agreement in connection
with an Offering, the indemnification and contribution provisions to be provided thereunder shall supersede this Section E in all
respects with respect to all Claims relating to or arising out of such Offering, in which case this Section E shall cease to have
any effect.



 


G.            Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is providing
services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement
of Wainwright 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 Wainwright 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 Securities Exchange Act of
1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Wainwright,
no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Wainwright, and no one other
than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written
or oral, given by Wainwright to the Company in connection with Wainwright’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. Wainwright 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 Wainwright.


 


H.            Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor 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 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, 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 Wainwright and that are finally judicially determined to have resulted solely from
the gross negligence or willful misconduct of Wainwright.


 






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I.            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. 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 of New York, State of New York. The parties hereto expressly agree to
submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. 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 State of New York.
In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company, arising out of or relating
to this Agreement, the final judgment or award entered shall be entitled to have and recover from the Company the costs and expenses incurred
in connection therewith, including its reasonable attorneys’ fees. Any rights to trial by jury with respect to any such action,
proceeding or suit are hereby waived by Wainwright and the Company.


 


J.            Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Wainwright,
at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent
to the Company, to the address set forth on the first page hereof, e-mail: zhengdn@btc.com, Attention: Chief Executive Officer. Notices
sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed
received on the date of the relevant written record of receipt, notices sent by e-mail shall be deemed received as of the date and time
they were sent.


 


K.            Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shall
have no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction.


 


L.            Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United
States require all financial institutions to obtain, verify and record information that identifies each person with whom they do business.
This means Wainwright must ask the Company for certain identifying information, including a government-issued identification number (e.g.,
a U.S. taxpayer identification number) and such other information or documents that Wainwright considers appropriate to verify the Company’s
identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.


 






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M.            Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document
or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed by Wainwright
and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company and their respective
assigns, successors, and legal representatives. 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 the Agreement shall remain in full
force and effect. This Agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Signatures to this Agreement transmitted by electronic
mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
The undersigned hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreement may be
signed electronically. In the event that any signature is delivered by electronic mail (including any electronic signature covered by
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com) or otherwise by electronic transmission evidencing an intent to sign this Agreement, such electronic mail
or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such
signature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, valid
and binding for all purposes.


 


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In acknowledgment that the
foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon
this letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very truly yours,
	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 
	 	 
	 	By:	/s/ Mark W. Viklund
	 	 	Name: Mark W. Viklund
	 	 	Title: Chief Executive Officer
	 	 	Date: June 10, 2022


 


 


Accepted and Agreed:


 


BIT Mining Limited


 


 


	By:	/s/ Bo Yu	 
	 	Name: Bo Yu	 
	 	Title: Chairman & COO	 


 






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Annex A


Additional Reduced Compensation Investors


 


Chicago Venture Partners (CVP)