Exhibit
10.2


 


PLACEMENT
AGENCY AGREEMENT


 


August
11, 2022


 


IMAC
Holdings, Inc.


1605
Westgate Circle 


Brentwood
Tennessee 37027


Attention:
Jeffrey S. Ervin, Chief Executive Officer


 


Dear
Mr. Ervin:


 


This
agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement
Agent”) and IMAC Holdings, Inc., a Delaware corporation (the “Company”),
pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of
common stock of the Company, par value $0.001 per share (the “Common Stock”) and Warrants (collectively, the “Warrants”)
to purchase shares of Common Stock (the shares of Common Stock underlying the Warrants, collectively with the Warrants and the Shares,
the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and
the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes
that the Placement Agent 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 defined below) and the form of Warrants shall
be collectively referred to herein as the “Transaction Documents.” The date of the closing of the Placement shall
be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s
obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment
by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof
or the success of the Placement Agent 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 the Placement Agent. Capitalized terms that are not
otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement,
officers of the Company will be available to answer inquiries from prospective Purchasers.


 




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SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto)
and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated
herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 


1.
The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (Registration No. 333-237455), and amendments thereto, and related preliminary prospectuses, for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the applicable Securities, which registration
statement, as so amended (including post-effective amendments, if any) became effective on April 3, 2020. At the time of such filing,
the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in
Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b)
under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares and
the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to
the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of
this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears
in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus,
in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented)
is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein
(the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the
Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this
Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus
Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules
and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the
Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the
Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated
or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus”
has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary
prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents
incorporated by reference therein.


 


2.
The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and,
as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus
and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement,
as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the
Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising
after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is
required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction
contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or
Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed
as required or (y) will not be filed within the requisite time period.


 




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3.
The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will
be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with
the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without
the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.


 


4.
There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,
any ten percent (10.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and the other documents
the Company has filed or furnished with the Commission.


 


B.
Covenants of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially
complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and
the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests.
Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base Prospectus,
the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference
therein and any other materials permitted by the Securities Act.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing
of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the states
applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under
the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.
The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants
that it will use its reasonable best efforts to cond5uct the Placement hereunder in compliance with the provisions of this Agreement
and the requirements of applicable law.


 




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SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent
or their respective designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the
Securities which they are placing:


 


A.
A cash fee (the “Cash Fee”) equal to an aggregate of eight percent (8.0%) of the aggregate gross proceeds raised in
the Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).


 


B.
Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Placement, to reimburse the Placement
Agent for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel,
in an amount not to exceed an aggregate of $40,000 (against invoices provided to the Company). The Company will reimburse Placement Agent
directly upon the Closing of the Placement from the gross proceeds raised in the Placement. In the event that this Agreement shall terminate
prior to the consummation of the Placement, the Placement Agent shall nevertheless still be entitled to reimbursement for its actual
expenses; provided, however, that such expenses shall not exceed $25,000, in the aggregate.


 


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 introduced to the Company by the Placement
Agent, or contacted by the Placement Agent on the Company’s behalf 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.


 


D.
The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess
of FINRA rules or that the terms thereof require adjustment.


 


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. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date
of the Placement, and (ii) the date a party terminates the engagement according to the terms of the next sentence (the period of time
during which this Agreement remains in effect is referred to herein as the “Term”). Notwithstanding anything to the
contrary contained herein, the provisions concerning any obligation of the Company to pay any fees pursuant to Section 3 hereof, confidentiality
and indemnification and contribution or Right of First Refusal contained herein and the Company’s obligations contained in the
Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the
completion of the Placement, all fees and expense reimbursement due to the Placement Agent, if any, shall be paid by the Company to the
applicable Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date).
The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company
for any purposes other than those contemplated under this Agreement.


 




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SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent 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 the Placement Agent’s
prior written consent.


 


SECTION
7. NO FIDUCIARY RELATIONSHIP. 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 the Placement Agent 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 such Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder 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, except as otherwise disclosed to and acknowledged and waived by the Placement Agent
to the Company:


 


A.
No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be
included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to
the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall
have been timely filed with the Commission.


 


B.
The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in
the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of
such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this
Agreement, the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement 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.


 


D.
The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinions, addressed to the Placement
Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent, the
Purchasers, and Placement Agent’s legal counsel.


 




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E.
On the Closing Date, the Placement Agent shall have received a “comfort” letter from Cherry
Bekaert LLP (the Company’s independent registered accounting firm) (“CB”) as of such date, addressed
to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent’s
legal counsel.


 


F.
On the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for
such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state
of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed
by the Company hereunder on or prior thereto have been fully performed in all material respects. If necessary, on the Closing Date, the
Placement Agent shall have received a certificate of the chief financial officer of the Company, dated, as applicable, as of the date
of such Closing, providing a customary certification as to such accounting or financial matters that are included or incorporated by
reference in the Registration Statement or the Prospectus Supplement that CB is unable to provide assurances on in the letter contemplated
by Section 8(E) above.


 


G.
On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the
date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and board
resolutions relating to the Placement of the Securities from the Company.


 


H.
Neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any 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 Registration Statement,
the Base Prospectus and the Prospectus Supplement, (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 than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the
Prospectus Supplement, and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any
other regulatory body regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the
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 Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.


 


I.
The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed for trading on the Trading
Market or other applicable U.S. national exchange, or an application for such listing shall have been submitted to the Trading Market,
and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed
to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending
from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor, except as disclosed in the Base
Prospectus and Prospectus Supplement, has the Company received any information suggesting that the Commission or the Trading Market or
other U.S. applicable national exchange is contemplating terminating such registration or listing.


 




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J.
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
or potentially 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 or potentially and adversely affect the business or operations
of the Company.


 


K.
The Company shall have prepared and filed with the Commission a Form 8-K with respect to the Placement, including as an exhibit thereto
this Agreement.


 


L.
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.


 


M.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all
filing fees required in connection therewith.


 


N.
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.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of
the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant
to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s legal
counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


 


SECTION
9. Reserved. 


 


SECTION
10. GOVERNING LAW; AGENT FOR SERVICE OF PROCESS, ETC. 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, without regard to the conflicts
of laws principles thereof. 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. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the federal court
located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The Company agrees that a final judgment in any such action, proceeding
or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to
the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If either party shall commence an action or proceeding
to enforce any provisions of a Transaction Document, then 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. This paragraph shall survive any termination of this Agreement, in whole or in part.


 




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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 Placement Agent and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of
the Securities. 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.


 


SECTION
12. 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 a Placement Agent or its Representatives in connection with such 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 a Placement Agent or its Representatives in violation of this Agreement, (ii) is
or becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known
to a 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 a 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 their respective Representatives are required by Legal Requirement to disclose any of
the Confidential Information, such Placement Agent and its Representatives will furnish only that portion of the Confidential Information
which such Placement Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement as advised
by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential
Information so disclosed.


 




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SECTION
13. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.


 


SECTION
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. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. This Agreement or any obligations or rights hereunder may not be assigned any party hereto without the other party’s
prior written consent.


 


SECTION
16. Headings; Language. The headings
herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The official language of this Agreement is the English language and it shall be interpreted in the English language for all purposes.


 


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    	9 



    	 



    

 


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


 


	 	Very
    truly yours,
	 	 
	 	JOSEPH
    GUNNAR & CO., LLC 
	 	 
	 	By:
    	 
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	 	Address
    for notice:
	 	 	30
    Broad Street, 11th Floor
	 	 	New
    York, NY 10004
	 	 	Attention:
    Stephan Stein


 


Accepted
and Agreed to as of


the
date first written above:


 


	IMAC
    HOLDINGS, INC.	 
	 	 
	By:
    	 	 
	Name:	Jeffrey
    S. Ervin	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	 	Address
    for notice:	 
	 	1605
    Westgate Circle	 
	 	Brentwood,
    TN 37027	 


 


[Signature
Page to August 2022 Placement Agency Agreement Between 


Joseph
Gunnar & Co., LLC and IMAC Holdings, Inc.]


 




    	 



    	 



    

 


ADDENDUM
A


INDEMNIFICATION
PROVISIONS


 


In
connection with the engagement of Joseph Gunnar & Co., LLC (the “Placement Agent”) by IMAC
Holdings, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company
and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as
follows:


 


1.
To the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and
controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange
Act of 1934, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard
to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found
in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s
willful misconduct or gross negligence in performing the services described herein, as the case may be.


 


2.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding
sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such
action if counsel for the Placement Agent 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 Placement Agent. In such event, the reasonable fees and disbursements
of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim
or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the
Placement Agent, which will not be unreasonably withheld.


 


3.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.


 


4.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company
on the one hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent
on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts
paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal
or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions
hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received,
or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by
the Placement Agent).


 


5.
These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is
completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under the Agreement or otherwise.


 


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    	A-1 



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	 
	 	JOSEPH
    GUNNAR & CO., LLC 
	 	 	 
	 	By:
    	 
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	 	Address
    for notice:
	 	 	30
    Broad Street, 11th Floor
	 	 	New
    York, NY 10004
	 	 	Attention:
    Stephan Stein


 


Accepted
and Agreed to as of


the
date first written above:


 


	IMAC
    HOLDINGS, INC. 	 
	 	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 


 


Address
for notice:


 


[Signature
Page to Indemnification Provisions


Pursuant
to August 2022 Placement Agency Agreement


between
Joseph Gunnar & Co., LLC and IMAC Holdings, Inc.]