Exhibit 10.2


 


 


 


August 10, 2022


 


STRICTLY CONFIDENTIAL


 


Bo YU


Director


BIT Mining Limited


Unit 813&815, Level 8, Core F


Cyberport 3, 100 Cyberport Road


Hong Kong


 


 


Mr. YU:


 


This letter (the “Agreement”)
constitutes the agreement between Revere Securities, LLC (“Revere”, or the “Placement Agent”), a
company incorporated under the laws of the State of Delaware, and BIT Mining Limited (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 the Class A ordinary shares of the Company (the “Shares”),
including Class A ordinary shares represented by American Depositary Shares (the “ADSs”), or preferred shares,
debt securities, warrants, either individually or as units composed of one or more of the other securities (collectively hereinafter referred
to as the “Securities”). The terms of the Placement 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), 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 obligations of the Placement Agent 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. Following the prior written consent of the Company, the Placement
Agent may retain other brokers or dealers to act as sub-Agent 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 mutually agreed upon by the Company and the Placement Agent. Prior to the signing of
any Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during normal business hours to
answer inquiries from prospective Purchasers.


 


SECTION
1.          REPRESENTATIONS AND WARRANTIES 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
shall be incorporated herein by reference into this Agreement (as though fully restated herein) and shall be, as of the date of the Purchase
Agreement and as of the Closing Date, made to, and in favor of, the Placement Agent.


 


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 corporate entity 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 conduct the Placement hereunder in compliance with the provisions of
this Agreement and the requirements of applicable law.


 






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SECTION
3.          COMPENSATION. The Placement is anticipated to be at least US$10 million of gross proceeds. The actual size of the
Placement, the precise number of Shares to be offered by the Company and the offering price will be the subject of continuing negotiations
between the Company and Revere. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement
Agent the following compensation with respect to the Securities which they are placing:


 


A.           A cash fee (the “Cash Fee”) equal to an aggregate of two percent (2.0%) of the aggregate gross proceeds
raised in the Placement. The Cash Fee shall be paid at the Closing of the Placement; provided, however, that such Cash Fee shall be reduced
to one percent (1.0%) of the aggregate gross proceeds raised in each Placement from investors listed on Addendum B hereto (the
 “Reduced Compensation Investors”).


 


B.            As additional compensation for the Placement Agent’s services, the Company shall issue to Revere or its designees
at the Closing warrants (the “Placement Agent’s Warrants”) to purchase that number of the Shares equal to five
percent (5.0%) of the aggregate number of Shares underlying the Securities sold in the Placement. The Placement Agent’s Warrants
will be exercisable at any time and from time to time, in whole or in part, during the two and a half-year period commencing six (6) months
from the effective date of the Placement, at a price per share equal to 125.0% of the price per share of the securities sold in the Placement.
The Placement Agent’s Warrants will provide for registration rights (including a one-time demand registration right and unlimited
piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) and anti-dilution protection
(adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would
include dividends, reorganizations, etc.).


 


C.            Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all expenses relating
to the Placement, including, without limitation, (a) all filing fees and expenses relating to the registration of the securities with
the Commission; (b) all fees and expenses relating to the listing of the ADSs on a national exchange, if applicable; (c) all fees, expenses
and disbursements relating to the registration or qualification of the securities under the “blue sky” securities laws of
such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all filing and registration
fees, and the reasonable fees and disbursements) unless such filings are not required in connection with the Company’s proposed
listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or
exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate;
(e) the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer
of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum
of $25,000 for non-accountable expenses, and a maximum of $75,000 for reasonable legal fees and disbursements for Revere’s counsel
and other out-of-pocket expenses; provided, however, that any accountable costs and expenses must be accompanied by reasonable evidence
in support for reimbursement. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing
Date the expenses set forth herein to be paid by the Company to the Placement Agent. The Company shall be responsible for the Placement
Agent’s external counsel legal costs detailed in this Section irrespective of whether the Placement is consummated or not, subject
to $50,000 in the event that there is not a Closing.


 


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 at 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. If the Company subsequently enters into an underwriting
agreement or a placement agent agreement in connection with a Placement, the indemnification and contribution provisions to be provided
thereunder shall supersede this Section 4 (including Addendum A) in all respects with respect to all claims relating to or arising out
of such Placement, in which case this Section 4 (including Addendum A) shall cease to have any effect.


 






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SECTION
5.           ENGAGEMENT TERM. The Placement Agent engagement hereunder shall begin on the date hereof and end until the earlier
of (i) fourteen (14) days thereafter and (ii) the final closing date of the Placement (such date, the “Termination Date”
and 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 the Company’s obligation to pay any fees actually earned pursuant
to Section 3 hereof, expense reimbursement pursuant to Section 3 hereof and the provisions concerning Tail Financings, confidentiality,
indemnification and contribution 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 and
subject to the provisions in Section 3.C, all actual and accountable out-of-pocket expenses related to a Placement (including actual
and accountable reimbursement to the Placement Agent’s counsel) due to the Placement Agent shall be paid by the Company to the
Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), provided, however,
that any of such costs and expenses must be accompanied by reasonable evidence in support for reimbursement. The Placement Agent agree
not to use any confidential information concerning the Company provided to such Placement Agent by the Company for any purposes other
than those contemplated under this Agreement.


 


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 (other than
to its legal counsel and other advistors in connection with a Placement) without such 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 nor shall the Placement Agent be construed as a fiduciary of the Company and the
Placement Agent shall have any 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 the 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 contained herein
and in the Purchase Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof,
to the performance by the Company 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 by the Company:


 


A.            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; 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.


 


B.             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.


 


C.             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, 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 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.


 






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SECTION
9.           COVENANTS AND OBLIGATIONS.A. 


 


A.            Tail Financing. In the event that Revere does not consummate the Placement as contemplated by this Agreement, Revere
shall be entitled to a cash fee equal to two percent (2.0%) of the gross proceeds received by the Company from the sale of the Securities
to any investor actually introduced by Revere to the Company during the Engagement Period (the “Tail Financing”), and
such Tail Financing is consummated at any time during the twelve (12) month period following the expiration of the Engagement Period,
provided that such financing is by a party actually introduced to the Company in a Placement in which the Company has direct knowledge
of such party’s participation. The Placement Agent will provide the company a list of all parties introduced to the company.


 


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. 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. 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.


 


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 such 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 with respect to the Placement Agent, such 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 years from the
date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives are required by
Legal Requirement to disclose any of the Confidential Information, such Placement Agent and its Representatives will furnish only that
portion of the Confidential Information which such Placement Agent or its Representative, as applicable, is required to disclose by Legal
Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded
the Confidential Information so disclosed.


 






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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, with the Company’s
prior written consent, 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’ marketing materials and on its website and to place advertisements
in financial and other newspapers and journals, in each case at its own expense.


 


[Signature
page to follow]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 


 


 


	Very truly yours,	 
	 	 
	REVERE SECURITIES LLC	 
	 	 
	By:	/s/ Dajiang Guo	 
	 	 
	Dajiang GUO	 
	Senior Managing Director	 
	Head of Investment Banking	 
	Revere Securities LLC	 
	650 Fifth Avenue, 35th Floor	 
	New York, NY 10022	 
	T:212-688-2238	 
	 	 
	 	 
	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 
	 	 
	By:	/s/ Bo Yu	 
	 	 	 
	Name:	 
	Title:	 
	Bo YU	 
	Director	 
	BIT Mining Limited	 
	Unit 813&815, Level 8, Core F	 
	Cyberport 3, 100 Cyberport Road	 
	Hong Kong	 




 






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Addendum A


 


INDEMNIFICATION PROVISIONS


 


In connection with the engagement
of Revere Securities LLC (“Revere”, the “Placement Agent”) by BIT Mining Limited (the “Company”)
pursuant to a letter agreement dated as of the date hereof, by and among 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) (collectively, the “Indemnified Persons”) against all losses, claims, damages, expenses and liabilities,
as incurred (including the reasonable fees and expenses of counsel), relating to or arising out of (i) any actions taken or omitted to
be taken by the Company (except for such untrue statement of a material fact or omission to state
a material fact based on written information furnished to the Company in writing by the Placement Agent), (ii) any activities of
any Indemnified Persons pursuant to the Agreement, except, with regard to the Indemnified Persons, 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 any Indemnified Person’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 such Placement Agent is entitled to indemnity hereunder, such 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 such 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 such 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 such 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 such Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by such 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 such Placement Agent on the other, but also the relative fault of the Company on the one hand and such 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, no Placement Agent’s share of the liability hereunder shall be in excess of the amount of fees actually received, or to
be received, by such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by such
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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Addendum B


Reduced Compensation Investors


 






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