Exhibit
10.2


 


August
9, 2022


 


Mr.
David Ly


Chief
Executive Officer and Chairman


Iveda
Solutions, Inc.


1744
S Val Vista, Suite 213


Mesa,
AZ 85204


 


Dear
Mr. Ly:


 


This
letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement
Agent”) and Iveda Solutions, Inc., a Nevada corporation (the “Company”), that Maxim shall serve as the exclusive
placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed private placement
(the “Placement”) of shares (the “Shares”) of the Company’s common stock, par value $0.00001
(the “Common Stock”), pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”)
and warrants to purchase Common Stock (collectively with the Pre-Funded Warrants, the “Warrants,” and the shares 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, Maxim and the purchasers of
the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes
that Maxim 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 the Purchase Agreement (as hereinafter defined) shall be collectively referred to herein as the “Transaction
Documents.” The date on which there is a closing (the “Closing”) of the Placement shall be referred to herein
as the “Closing Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are
on a commercially reasonable efforts basis only and that the execution of this Agreement does not constitute a legal or binding commitment
by Maxim 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 Maxim with respect to securing any other financing on behalf of the Company. The Placement Agent
may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale
of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser in a form reasonably acceptable to the Company and Maxim. 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 Maxim 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 Maxim to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the
Company.


 




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


 


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


 


(A)
A cash fee payable in U.S. dollars equal to seven percent (7.0%) of the gross proceeds received by the Company from Purchasers at the
Closing (the “Cash Compensation”). 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 also agrees to reimburse Maxim at the Closing for all of Maxim’s reasonable accountable expenses, including, without
limitation, the reasonable fees and disbursements of Maxim’s counsel and all travel and other out-of-pocket expenses, incurred
by Maxim in connection with the Placement, up to a maximum aggregate amount of $40,000. In the event this Agreement shall terminate prior
to the consummation of the Placement, Maxim shall be entitled to reimbursement of its actual, out-of-pocket accountable expenses (including
legal fees) incurred by the Placement Agent in connection with the Placement; provided, however, that such expenses shall not exceed
$10,000, in the aggregate. Expenses will be reimbursed on the date of the initial Closing or, if there is no Closing, on or prior to
the Termination Date.


 


(C)
In addition, if the Company completes any financing of equity, equity-linked, or debt of the Company (other than the exercise by any
person or entity of any options, warrants or other convertible securities) for which the Placement Agent is not acting as underwriter
or placement agent within twelve (12) months after the Closing with any of the investors who were “wall crossed” by Maxim
in connection with the Placement or otherwise introduced to the Company by the Placement Agent in connection with the Placement (the
“PA Investors”), then the Company will pay to the Placement Agent upon the closing of such financing as a financing participation
right the compensation set forth in Section 3(A) above with respect to the funds received by the Company from the PA Investors.


 


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


 


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


 




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(B)
All disclosure provided by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated hereby,
taken together with all filings the Company has made with the Securities and Exchange Commission, is true and correct in all material
aspects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading. Each filing made by the Company
with the Securities and Exchange Commission since January 1, 2022 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 a part), no event or circumstance has occurred or information exists with
respect to the Company or its business, properties, prospects, operations or financial conditions, which, under the applicable laws,
rules or regulations, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.


 


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


 


(D)
The Company has the power to submit, and pursuant to Section 10 of this Agreement, has legally, validly, effectively and irrevocably
submitted, to the non-exclusive personal jurisdiction of the New York State Supreme Court, County of New York, and the United States
District Court for the Southern District of New York (each, a “New York Court”). The Company has the power to designate,
appoint and authorize, and pursuant to Section 10 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 10 of this Agreement.


 


SECTION
3. REPRESENTATIONS OF MAXIM. Maxim 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 Maxim, (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 Maxim 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). Maxim
will immediately notify the Company in writing of any change in its status as such. Maxim covenants that it will use its reasonable best
efforts to conduct the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 




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


 


SECTION
5. ENGAGEMENT TERM.


 


(A)
The Placement Agent’s engagement hereunder shall be until the Closing Date of the Placement (such date, the “Termination
Date”).


 


(B)
Notwithstanding anything herein to the contrary, Section 1, Section 4, this Section 5, Sections 10, 11 and 12 and all of Addendum
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. MAXIM INFORMATION. The Company agrees that any information or advice rendered by Maxim 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 Maxim’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 Maxim 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 Maxim hereunder, all of which are hereby expressly
waived.


 




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(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.


 


SECTION
8. 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 the Closing Date, of the representations and warranties on the part
of the Company and its subsidiaries contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company
and its subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its subsidiaries
of their obligations hereunder, and to each of the following additional terms and conditions:


 


(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 each of Company Counsel (as defined in the
Purchase Agreement) and intellectual property counsel to the Company, 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 or unaudited 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, shareholders’ 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.


 




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(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) that makes it, in the sole and reasonable judgment of the Placement Agent, impracticable or inadvisable
to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Purchase Agreement.


 


(E)
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state
court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities
or materially and adversely affect the business or operations of the Company.


 


(F)
The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect
and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


(G)
On or prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request, including a secretary certificate, officer certificate and regulatory 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
9. RIGHT OF FIRST REFUSAL. Upon the Closing of the Offering, for a period of twelve (12) months from the Closing, the Company
grants the Placement Agent the right of first refusal to act as lead managing underwriter and lead book runner, lead placement agent,
or lead sales agent in any and all future public and private equity, equity-linked or debt offerings during such twelve (12) month period
of the Company, or any successor to or any subsidiary of the Company (a “Subsequent Offering”). The Company shall provide
the Placement Agent with written notice of no less than three (3) business days following its election to engage in a Subsequent Offering,
which notice shall describe the proposed terms and conditions of such Subsequent Offering. The Placement Agent shall notify the Company
within fifteen (15) days of its receipt of the written offer contemplated above as to whether it agrees to accept such retention. If
Placement Agent should decline such retention, the Company shall have no further obligation to the Placement Agent with respect to such
other Subsequent Offering, except as otherwise provided for herein.


 




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SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without
the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. 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 or private carrier (Federal Express, UPS or equivalent) 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 or private carrier (Federal Express, UPS or equivalent) to the Placement Agent’s address shall be
deemed in every respect effective service process upon the Placement Agent, in any such suit, action or proceeding. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence
an action or proceeding to enforce any provisions of a Transaction Document, the prevailing party in such action or proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


SECTION
11. ENTIRE AGREEMENT/MISC.


 


(A).
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 Maxim 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.


 




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(B).
It is agreed by both the Company and the Placement Agent that upon the signing of this Agreement, all provisions of the Prior Engagement
Letter shall terminate and no longer be of any force or effect.


 


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 via facsimile or email transmission to the email address specified on the signature pages attached hereto, (b) the date of mailing,
if sent by certified mail or by private carrier (Federal Express, UPS or equivalent), or (c) upon actual receipt by the party to whom
such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


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


 


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


 


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remainder of this page has been intentionally left blank.]


 




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


 


	 	Very truly yours,
	 	 	 
	 	Maxim
    GROUP LLC 
	 	 	 
	 	By:
    	 
	 	Name:	 Clifford A. Teller
	 	Title:	Co-President


 


	 	Address
    for notice:
	 	 
	 	300
    Park Avenue, 16th Floor
	 	New
    York, NY 10022
	 	Attention: James Siegel, General Counsel

                                                         Email: jsiegel@maximgrp.com



 


Accepted
and Agreed to as of


the
date first written above:


 


Iveda
Solutions, Inc.


 


	By:
    	 	 
	Name:	David
    Ly	 
	Title:	Chief
    Executive Officer	 


 


Address
for notice:


 


Iveda
Solutions, Inc.


1744
S Val Vista, Suite 213


Mesa,
AZ 85204


Attn:
David Ly


Email:
davidly@iveda.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 reasonable legal and other costs, expenses
and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation,
the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action,
suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively,
“Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s
acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or
the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification
provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in
the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement
Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a
final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the
gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.


 


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


 


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


 




    	 



     


    




 


If
any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall
notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall
not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice
to represent it, and the fees, expenses and disbursements of such 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.