EXHIBIT
10.1


 


DEALER-MANAGER
AGREEMENT


 


As
of November 21, 2018


 


Advisory
Group Equity Services, Ltd.


doing
business as RHK Capital


As
Dealer-Manager


88
Post Road West, 3rd floor


Westport,
CT 06880


 


Ladies
and Gentlemen:


 


The
following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”)
to be undertaken by Cemtrex Inc., a Delaware corporation (the “Company”), pursuant to which the Company will
distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and outstanding
series 1 warrants (the “Warrants”) subscription rights (the “Rights”) as set forth in the
Prospectus Supplement to be filed on or about November 20, 2018 to the Company’s Form S-3 shelf registration statement (File
No. 333-218501) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 5,
2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription
price equal to the lesser of (i) $1.06 and (ii) a 95% of the volume weighted average price for our Common Stock for the five (5)
trading day period through and including December 19, 2018 (the “Subscription Price”).


 


1.
The Rights Offering.


 


(a)
The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and Warrants shall receive
one Right for each share of Common Stock held of record by such holder or for every ten (10) shares that the Warrant is exercisable
for, as the case may be, at the close of business on November 20, 2018 (the “Record Date”). Holders of Rights
(each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price, one share of Common
Stock for every Right granted to Holders on the Record Date (the “Basic Subscription Right”); provided that
the Rights may only be exercised for a maximum of $2,700,000 of subscription proceeds.


 


(b)
The Rights shall be non-transferable and will not be listed for trading on any stock exchange or market. The Common Stock is presently
listed on the NASDAQ Capital Market (the “NasdaqCM”), and the Rights Shares shall trade on the NasdaqCM and
shall be transferable in accordance with applicable state “blue sky” laws, rules and regulations.


 


(c)
Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Rights
Shares which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription
Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to
any and all of the Rights Shares which were not otherwise subscribed for as of the Expiration Date (as defined below). Rights
Shares acquired pursuant to the Basic Subscription Right and the Over-Subscription Rights are subject to allotment and certain
limitations and pro rata allocation, as more fully discussed in the Prospectus (as defined herein).


 






    	 



    	 



    










 


(d)
The Rights will expire at 5:00 p.m., New York City time, on December 19, 2018 (the “Expiration Date”). The
Company shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion.


 


(e)
All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Continental Stock
Transfer & Trust Company, LLC, as the subscription agent (the “Subscription Agent”), and held in a segregated
account with the Subscription Agent pending a final determination of the number of Rights Shares to be issued pursuant to the
exercise of Basic Subscription Rights and Over-Subscription Rights. As soon as is practicable after the Expiration Date, the Company
shall conduct a closing of the Rights Offering (a “Closing”).


 


2.
Appointment as Dealer-Manager; Role of Dealer-Manager.


 


(a)
The Company hereby engages Advisory Group Equity Services, Ltd., doing business as RHK Capital, as the exclusive dealer-manager
(the “Dealer-Manager”) in connection with the Rights Offering, and authorizes the Dealer-Manager to act as
such on its behalf in connection with the Rights Offering, in accordance with this Dealer-Manager Agreement (this “Agreement”).
Until the Expiration Date, the Company will not solicit, negotiate with or enter into any agreement with any placement agent,
financial advisor, dealer manager, brokers, dealers or underwriters or any other person or entity in connection with the Rights
Offering. On the basis of the representations and warranties and agreements of the Company contained in this Agreement and subject
to and in accordance with the terms and conditions hereof, the Dealer-Manager agrees that as Dealer-Manager it will, in accordance
with its customary practice and to the extent requested by the Company, use its commercially reasonable efforts to (i) advise
on pricing, structuring and other terms and conditions of the Rights Offering, including whether to provide for transferability,
tradability and oversubscription rights and limits (it being acknowledged that such services have been previously provided pursuant
to that certain engagement letter, dated as of August 27, 2017, between Dealer-Manager and the Company (the “Engagement
Letter’)), (ii) provide guidance on general market conditions and their impact on the Rights Offering, (iii) assist
the Company in drafting a presentation that may be used to market the Rights Offering to existing and potential investors, describing
the proposed capital raising, the Company’s history and performance to date, track records of key executives, highlights
of the Company’s business plan and the intended use of proceeds from the Rights Offering, (iv) advise on the selection of
the Information Agent and Subscription Agent (it being acknowledged that such advice has been previously rendered pursuant to
the Engagement Letter), (v) assist the Company with its understanding of state blue sky laws and retaining of counsel to assist
with the blue sky filings related to the Rights Offering, (vi) solicit the holders of the Rights to encourage them to exercise
such Rights and (vii) enter into selected dealer agreements with other registered broker-dealers and provide the Company with
the opportunity to introduce the Company and make a presentation to such broker-dealers, in each case using its commercially reasonable
efforts. For the avoidance of doubt and notwithstanding anything that may be to the contrary in this Agreement, the Company and
the Dealer-Manager hereby agree that (y) the Dealer-Manager will not underwrite the Rights Offering, the Dealer-Manager has no
obligation to act, and will not act, in any capacity as an underwriter in connection with the Rights Offering and the Dealer-Manager
has no obligation to purchase or procure purchases of the Rights Shares offered in connection with the Rights Offering and (z)
the Dealer-Manager shall not solicit any holders of the Company’s securities (including the Rights) or engage in the offer
and sale of the Rights Shares in any jurisdiction in which the Rights or Rights Shares are not qualified or registered for sale
in accordance with, or exempt from, the state securities or “blue sky” laws, as applicable. The parties acknowledge
and agree that the Dealer-Manager may perform certain of its services through its affiliates and any of its affiliates performing
services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement


 




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(b)
The Company acknowledges and agrees that: (i) the terms of this Agreement are arm’s-length commercial transactions between
the Company, on the one hand, and the Dealer-Manager, on the other; (ii) in connection therewith, the Dealer-Manager is not acting
as a fiduciary of the Company; (iii) the Dealer-Manager has not assumed any agency or fiduciary responsibilities in favor of the
Company with respect to the Rights Offering or the process leading thereto (irrespective of whether the Dealer-Manager has advised
or is currently advising the Company on other matters) or any other obligation to the Company with respect to the Rights Offering
except the obligations expressly set forth in this Agreement; (iv) the Dealer-Manager may be engaged in a broad range of transactions
that involve interests that differ from those of the Company which the Dealer-Manager may be under no obligation to disclose;
and (v) the Company has consulted its own legal and financial advisors with respect to its execution of and performance under
this Agreement.


 


3.
No Liability for Acts of Brokers, Dealers, Banks and Trust Companies. The Dealer-Manager shall not be subject to any liability
(in tort, contract or otherwise) to the Company or any of the Company’s Subsidiaries (as such term is defined in
Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) or “affiliates” (“Affiliates,”
as such term is defined in Rule 144 under the Securities Act) for any act or omission on the part of any broker or dealer in securities
(other than the Dealer-Manager) or any natural person, partnership, limited liability partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity or organization
(each, a “Person”), and the Dealer-Manager shall not be liable for its own acts or omissions in performing
its obligations as advisor or Dealer-Manager hereunder or otherwise in connection with the Rights Offering or the related transactions,
except for any losses, claims, damages, liabilities and expenses to have resulted directly from any such acts or omissions undertaken
or omitted to be taken by the Dealer-Manager through its gross negligence, bad faith or willful misconduct (as determined in a
final judgment by a court of competent jurisdiction), or use of any Rights Offering materials or information concerning the Company
which were not authorized for such use by the Company or in state were not qualified. The Dealer-Manager may appoint sub-placement
agents and/or dealers in connection with the Rights Offering. In soliciting or obtaining exercises of Rights, the Dealer-Manager
shall not be deemed to be acting as the agent of the Company or as the agent of any broker, dealer, bank or trust company, and
no broker, dealer, bank or trust company shall be deemed to be acting as the Dealer-Manager’s agent or as the agent of the
Company. Unless the context specifically requires otherwise, the term “Company” as used in this Agreement means
the Company and its Subsidiaries collectively on a consolidated basis. Except as set forth herein, the Company agrees that it
will not hold the Dealer-Manager liable or responsible for the failure of the Rights Offering in the event that the Rights Offering
is not successfully consummated for any reason.


 




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4.
The Offer Documents.


 


(a)
There will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, Preliminary
Prospectus, Base Prospectus and any Prospectus Supplement (each as defined herein) as filed, including: (i) all exhibits to the
Registration Statement which pertain to the conduct of the Rights Offering, (ii) any soliciting materials relating to the Rights
Offering approved by the Company and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company
(collectively with the Registration Statement and the Prospectus, the “Offer Documents”). The Offer Documents
have been or will be prepared and approved by, and are the sole responsibility of, the Company.


 


(b)
The Company will furnish copies of drafts of any Offer Documents to the Dealer-Manager within a reasonable time in advance of
filing with the Commission or with the Commission or with any other federal, state, or other governmental agency or instrumentality
or court (“Other Agency”), including the Financial Industry Regulatory Authority (“FINRA”).
The Dealer-Manager shall be given an opportunity to review and comment upon the Offer Documents, to which comments the Company
will give reasonable consideration.


 


(c)
In the event that the Company uses or permits the use of, or files with the Commission or any Other Agency, any Offer Documents
(i) which have not been submitted to the Dealer-Manager for its comments, or (ii) which have been so submitted and with respect
to which the Dealer-Manager has made comments, but which comments have not resulted in a response satisfactory to the Dealer-Manager
and its counsel to reflect such comments, then the Dealer-Manager shall be entitled to withdraw as a Dealer Manager in connection
with the Rights Offering and the related transactions without any liability or penalty to the Dealer-Manager or any other Person
identified in Section 11 hereof as an “indemnified party,” and the Dealer-Manager shall be entitled to receive the
payment of all fees and expenses payable under this Agreement or the Engagement Letter which have accrued to the date of such
withdrawal or which otherwise thereafter become payable. No such event has occurred through the date hereof.


 


(d)
The Company further agrees to furnish the Dealer-Manager with as many copies as it may reasonably request of the final forms of
the Offer Documents and the Dealer-Manager is authorized to use copies of the Offer Documents in connection with its acting as
Dealer-Manager. The Company represents and warrants to the Dealer-Manager that the Dealer-Manager may rely on the accuracy and
completeness of all of the Offer Documents and any other information delivered to the Dealer-Manager by or on behalf of the Company
in connection with the Rights Offering. The Dealer-Manager hereby agrees that it will not disseminate any written material for
or in connection with the solicitation of exercises of Rights pursuant to the Rights Offering.


 


(e)
The Company represents and agrees that no solicitation material, other than the Offer Documents and the documents to be filed
therewith as exhibits thereto, will be used in connection with the Rights Offering by or on behalf of the Company without the
prior approval of the Dealer-Manager, which approval will not be unreasonably withheld. In the event that the Company uses or
permits the use of any such solicitation material in connection with the Rights Offering, then the Dealer-Manager shall be entitled
to withdraw as Dealer-Manager in connection with the Rights Offering and the related transactions without any liability or penalty
to the Dealer-Manager or any other Person identified in Section 11 hereof as an “indemnified party,” and the Dealer-Manager
shall be entitled to receive the payment of all fees and expenses payable under this Agreement or the Engagement Letter which
have accrued to the date of such withdrawal or which otherwise thereafter become payable.


 




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(f)
As of the date hereof and at all times prior to and following the effectiveness of the Registration Statement, the Company shall
and cause its officers, directors and Affiliates to comply with all rules and regulations of the Commission relating to public
offerings, including, without limitation, those relating to public statements and disclosures of material non-public information.


 


(g)
The Company agrees that any reference to the Dealer-Manager in any Offer Documents or in any newspaper announcement or press release
or other document or communication is subject to the Dealer-Manager’s prior consent, which consent shall not be unreasonably
withheld.


 


5.
Representations and Warranties. The Company represents and warrants to the Dealer-Manager that:


 


(a)
The Company has prepared and filed with the Commission a registration statement, and an amendment or amendments thereto, on Form
S-3 (File No. 333-218501) including a prospectus (the “Base Prospectus”) for the registration of the certain
types of securities under the Securities Act, which Registration Statement, as so amended prior to the Effective Time (including
post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been delivered
to the Dealer-Manager. 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.
Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement (the “Prospectus
Supplement”) describing the Rights and the Rights Shares in accordance with the provisions of Rule 430A (“Rule
430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”)
and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. A copy of the Prospectus Supplement,
as filed with the Commission, has been delivered to the Dealer-Manager. The information included in the Prospectus Supplement
that was omitted from such Registration Statement at the time it became effective but that is deemed to be part of such Registration
Statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.”
The Base Prospectus and each prospectus used before such Registration Statement became effective, and any prospectus that omitted
the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is
referred to herein as a “Preliminary Prospectus.” For purposes of this Agreement, “Effective Time”
means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any,
was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Registration
Statement” means such Registration Statement, as amended at the Effective Time, including any documents which are exhibits
thereto; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph
(1) or (4) of Rule 424(b) of the Securities Act, including the Base Prospectus, the Prospectus Supplement and all information
or reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), incorporated in the
Prospectus by reference. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus. All references in this Agreement to the Registration Statement, a Preliminary Prospectus, and the Prospectus,
or any amendments or supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The Prospectus delivered
to the Dealer-Manager for use in connection with the Rights Offering will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T promulgated by the Commission.


 




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(b)
The Registration Statement (together with all exhibits filed as part of the Registration Statement) conforms, and any Preliminary
Prospectus and the Prospectus and any further amendments or supplements to the Registration Statement conforms or will conform,
when they are filed with or become effective by the Commission, as the case may be, in each case, in all material respects to
the requirements of the Securities Act and the various state securities or “blue sky” laws, as applicable, and collectively
do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of
the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (with respect
to the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that no representation
or warranty is made by the Company as to information contained in or omitted from the Registration Statement or the Prospectus
in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer-Manager specifically
for inclusion therein (collectively, the “Dealer-Manager Information”) under appropriate headings and in its
final form as approved by the Dealer-Manager and its counsel.


 


(c)
There are no contracts, agreements, plans or other documents which are required to be described in the Prospectus or filed as
exhibits to the Registration Statement by the Securities Act which have not been described in the Prospectus or filed as exhibits
to the Registration Statement or referred to in, or incorporated by reference into, the exhibit table of the Registration Statement
as permitted by the Securities Act.


 




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(d)
The Company and each of its Subsidiaries have been duly incorporated and are validly existing as corporations in good standing
under the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing
as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective
properties and to conduct the businesses in which they are engaged, except where the absence of such power or authority (either
individually and in the aggregate) could not reasonably be expected to have a material adverse effect on: (i) the business, condition
(financial or otherwise), results of operations, shareholders’ equity, properties or prospects (as such prospects are disclosed
or described in the Prospectus) of the Company or its Subsidiaries; (ii) the long-term debt or capital stock of the Company or
its Subsidiaries; or (iii) the Rights Offering or consummation of any of the other transactions contemplated by this Agreement,
the Registration Statement or the Prospectus (any such effect being a “Material Adverse Effect”).


 


(e)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution
and delivery by the Dealer-Manager, constitutes the valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.


 


(f)
Neither the Company nor any of its Subsidiaries: (i) is in violation of its charter or by-laws, (ii) is in default under or in
breach of, and no event has occurred which, with notice or lapse of time or both, would constitute a default or breach under or
result in the creation or imposition of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (each, a “Lien”) upon any of their property
or assets pursuant to, any material contract, agreement, indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii)
is in violation in any material respect of any law, rule, regulation, ordinance, directive, judgment, decree or order, foreign
and domestic, to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate,
franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct
of its business, except, in the case of clauses (ii) and (iii) above, any violation, default or failure to possess the same that
would not have a Material Adverse Effect.


 


(g)
Prior to or on the date hereof: (i) the Company and the Subscription Agent have or will have entered into a subscription agency
agreement (the “Subscription Agency Agreement”) if required by the Subscription Agent and (ii) the Company
and Okapi Partners, LLC (the “Information Agent”) have or will have entered into an information agency agreement
(the “Information Agency Agreement”) if required by the Information Agent. When executed by the Company, if
applicable, each of the Subscription Agency Agreement and the Information Agency Agreement will have been duly authorized, executed
and delivered by the Company and, assuming due authorization, execution and delivery by Subscription Agent or the Information
Agent, as the case may be, will constitute a valid and legally binding agreement of the Company enforceable in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors’ rights generally and by general principles of equity.


 




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(h)
The Rights to be issued and distributed by the Company have been duly and validly authorized and, when issued and delivered in
accordance with the terms of the Offer Documents, will be duly and validly issued, and will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with their terms, no holder of the Rights is or will
be subject to personal liability by reason of being such a holder, and the Rights conform to the description thereof contained
in the Prospectus. The shares of Common Stock issuable upon exercise of any Rights have been duly and validly authorized and,
when issued and delivered in accordance with the terms of the Rights, will be duly and validly issued, fully paid and non-assessable
and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms, no holder of the Common Stock is or will be subject to personal liability by reason of being such a holder, and the Common
Stock conforms to the description thereof contained in the Prospectus.


 


(i)
Except as disclosed in the Prospectus with respect to the Company’s authorized capitalization, the Rights Shares have been
duly and validly authorized and reserved for issuance upon exercise of the Rights and are free of statutory and contractual preemptive
rights and are sufficient in number to meet the exercise requirements of the Rights Offering; and the Rights Shares, when so issued
and delivered against payment therefore in accordance with the terms of the Rights Offering, will be duly and validly issued,
fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will conform to the description
thereof contained in the Prospectus.


 


(j)
The Common Stock is quoted on the NasdaqCM. The Company has not received an oral or written notification from the NasdaqCM or
any court or any other federal, state, local or foreign governmental or regulatory authority having jurisdiction over the Company
or any of its Subsidiaries or any of their properties or assets (each, a “Governmental Authority”), of any
inquiry or investigation or other action that would cause the Common Stock or the Rights Shares not to be quoted on the NasdaqCM.


 


(k)
The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of
the Company have been duly and validly authorized and issued, are fully paid and non-assessable and have been issued in compliance
with federal and state securities laws. None of the outstanding shares of Company capital stock were issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There
are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or
equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its
Subsidiaries other than those accurately described in the Registration Statement and Prospectus. The description of the Company’s
stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth
in the Registration Statement and Prospectus accurately and fairly presents in all material respects the information required
to be shown with respect to such plans, arrangements, options and rights.


 




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(l)
The Company and its Subsidiaries own or lease all such assets or properties as are necessary to the conduct of its business as
presently operated and as proposed to be operated as described in the Registration Statement and the Prospectus. Except to the
extent leased by the Company or its Subsidiaries, the Company and its Subsidiaries have good and marketable title in fee simple
to all assets or real property and good and marketable title to all personal property owned by them, in each case free and clear
of any Lien, except for such Liens as are described in the Registration Statement and the Prospectus. Any assets or real property
and buildings held under lease or sublease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases
with such exceptions as are not material to, and do not interfere with, the use made and proposed to be made of such property
and buildings by the Company or such Subsidiary. Neither the Company nor any Subsidiary has received any notice of any material
claim adverse to its ownership of any real or personal property or of any material claim against the continued possession of any
real property, whether owned or held under lease or sublease by the Company or any Subsidiary.


 


(m)
The Company and its Subsidiaries have all material consents, approvals, authorizations, orders, registrations, qualifications,
licenses, filings and permits of, with and from all judicial, regulatory and other Governmental Authorities and all third parties,
foreign and domestic (collectively, with the Licensing Requirements described below, the “Consents”), to own,
lease and operate their properties and conduct their businesses as presently being conducted and as disclosed in the Registration
Statement and the Prospectus, and each such Consent is valid and in full force and effect. The Company has not received notice
of any investigation or proceedings which results in or, if decided adversely to the Company, could reasonably be expected to
result in, the revocation of any Consent or reasonably be expected to have a Material Adverse Effect. No Consent contains a materially
burdensome restriction not adequately disclosed in the Registration Statement and the Prospectus.


 


(n)
The execution, delivery and performance of this Agreement by the Company, the issuance of the Rights in accordance with the terms
of the Offer Documents, the issuance of the Rights Shares in accordance with the terms of the Rights Offering, and the consummation
by the Company of the transactions contemplated hereby, the Subscription Agency Agreement and the Information Agency Agreement,
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries
or any of its Affiliates is a party or by which the Company or any of its Subsidiaries or its Affiliates is bound or to which
any of the properties or assets of the Company or any of its Subsidiaries or its Affiliates is subject, nor will such actions
result in any violation of the provisions of the charter or by-laws of the Company or any of its Subsidiaries or any statute or
any order, rule or regulation of any Governmental Authority; and except for the registration of the Rights and the Rights Shares
under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under
the Exchange Act and applicable state securities laws in connection with the distribution of the Rights and the sale of the Rights
Shares by the Company, no consent, approval, authorization or order of, or filing or registration with, any such court or Governmental
Authority is required for the execution, delivery and performance of this Agreement by the Company and the consummation by it
of the transactions contemplated hereby.


 




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(o)
Except as otherwise disclosed in the Registration Statement and Prospectus, there are no contracts, agreements or understandings
between the Company and any Person granting such Person the right to require the Company to include such securities in the securities
registered pursuant to the Registration Statement. No holder of any security of the Company has any rights of rescission or similar
rights with respect to such securities held by them.


 


(p)
Neither the Company nor any of its Subsidiaries has sustained, since the date of the latest balance sheet included in the Prospectus
or after such date and as disclosed in the Prospectus, any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order
or decree; and, since such date or after such date and as disclosed in the Prospectus, there has not been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’
equity, results of operations or prospects (as such prospects are disclosed or described in the Prospectus) of the Company and
its Subsidiaries (a “Material Adverse Change”). Since the date of the latest balance sheet presented in the
Prospectus, the Company has not incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated
or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business
or asset, which are material to the Company, except for liabilities, obligations and transactions which are disclosed in the Registration
Statement, any Preliminary Prospectus and the Prospectus.


 


(q)
Bharat Parikh & Associates Chartered Accountants and BDO USA, LLP (collectively, the “Auditors”), whose
reports relating to the Company and its Subsidiaries are included in the Registration Statement, are each independent registered
public accountants with respect to the Company and Vicon Industries, Inc., as applicable, as required by the Securities Act, the
Exchange Act and the rules and regulations promulgated by the Public Company Accounting Oversight Board (the “PCAOB”).
The Auditors, to the best of the Company’s knowledge, are duly registered and in good standing with the PCAOB. The Auditors
have not, during the periods covered by the financial statements included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, provided to the Company or Vicon Industries, Inc. any non-audit services, as such term is used in Section
10A(g) of the Exchange Act.


 


(r)
The financial statements, including the notes thereto, and any supporting schedules included in the Registration Statement, any
Preliminary Prospectus and the Prospectus present fairly, in all material respects, the financial position as of the dates indicated
and the cash flows and results of operations for the periods specified of the Company. Except as otherwise stated in the Registration
Statement, any Preliminary Prospectus and the Prospectus, said financial statements have been prepared in conformity with United
States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Any supporting
schedules included in the Registration Statement, any Preliminary Prospectus and the Prospectus present fairly, in all material
respects, the information required to be stated therein. No other financial statements or supporting schedules are required to
be included or incorporated by reference in the Registration Statement. The other financial and statistical information included
in the Registration Statement, any Preliminary Prospectus and the Prospectus present fairly, in all material respects, the information
included therein and have been prepared on a basis consistent with that of the financial statements that are included in the Registration
Statement, such Preliminary Prospectus and the Prospectus and the books and records of the respective entities presented therein.


 




    	 	10	 



    	 



    

 


(s)
There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, any
Preliminary Prospectus and the Prospectus in accordance with Regulation S-X under the Securities Act which have not been included
as so required. The pro forma and/or as adjusted financial information included in the Registration Statement, any Preliminary
Prospectus and the Prospectus has been properly compiled and prepared in accordance with the applicable requirements of the Securities
Act and include all adjustments necessary to present fairly, in all material respects, in accordance with generally accepted accounting
principles the pro forma and as adjusted financial position of the respective entity or entities presented therein at the respective
dates indicated and their cash flows and the results of operations for the respective periods specified. The assumptions used
in preparing the pro forma and as adjusted financial information included in the Registration Statement, any Preliminary Prospectus
and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions
or events described therein. The related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions;
and the pro forma and pro forma as adjusted financial information reflect the proper application of those adjustments to the corresponding
historical financial statement amounts.


 


(t)
The statistical, industry-related and market-related data included in the Registration Statement, any Preliminary Prospectus and
the Prospectus are based on or derived from sources which the Company reasonably believes are reliable and accurate, and such
data agree with the sources from which they are derived. All applicable third party consents have been obtained in order for such
data to be included in the Registration Statement, any Preliminary Prospectus and the Prospectus.


 


(u)
Except as disclosed in the Registration Statement and the Prospectus, the Company maintains a system of internal accounting and
other controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with United States generally accepted accounting principles and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounting
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


(v)
The Company’s Board of Directors has validly appointed an audit committee, compensation committee and nominating and corporate
governance committee whose composition satisfies the requirements of the rules and regulations of the Commission and the Company’s
Board of Directors and/or audit committee, compensation committee and the nominating corporate governance committee has each adopted
a charter as described in the Registration Statement, and such charters are in full force and effect as of the date hereof. Neither
the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware,
of: (i) except as disclosed in the Registration Statement and the Prospectus, any significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal control over financial reporting.


 




    	 	11	 



    	 



    

 


(w)
The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”),
applicable to the Company, and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated
by any other Governmental Authority or self-regulatory entity or agency, except for violations which, singly or in the aggregate,
are disclosed in the Prospectus or would not have a Material Adverse Effect.


 


(x)
No relationship, direct or indirect, exists between or among any of the Company or any Affiliate of the Company, on the one hand,
and any director, officer, shareholder, customer or supplier of the Company or any Affiliate of the Company, on the other hand,
which is required by the Securities Act or the Exchange Act to be described in the Registration Statement or the Prospectus which
is not so described as required. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness
by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members.
The Company has not, in violation of Sarbanes-Oxley, directly or indirectly, including through any Affiliate of the Company (other
than as permitted under Sarbanes-Oxley for depositary institutions), extended or maintained credit, arranged for the extension
of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the
Company.


 


(y)
Except as described in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its
Subsidiaries is a party or of which any property or asset of the Company or any of its Subsidiaries is the subject which, if determined
adversely to the Company or any of its Subsidiaries, are reasonably likely to have a Material Adverse Effect; and to the best
of the Company’s knowledge, except as disclosed in the Prospectus, no such proceedings are threatened or contemplated by
Governmental Authorities or threatened by others.


 


(z)
The Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have
paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty
levied against any of them, except where the failure to make such filings or make such payments, either individually or in the
aggregate, could not reasonably be expected to have, a Material Adverse Effect. The Company has made adequate charges, accruals
and reserves in its financial statements above in respect of all federal, state and foreign income and franchise taxes for all
periods as to which the tax liability of the Company or any of its Subsidiaries has not been finally determined.


 




    	 	12	 



    	 



    

 


(aa)
Each of the Company and its Subsidiaries maintains insurance of the types and in the amounts which the Company believes to be
reasonable and sufficient for a company of its size operating in the Company’s industry, including, but not limited to:
(i) directors’ and officers’ insurance (including insurance covering the Company, its directors and officers for liabilities
or losses arising in connection with the Rights Offering, including, without limitation, liabilities or losses arising under the
Securities Act, the Exchange Act and applicable foreign securities laws), (ii) insurance covering real and personal property owned
or leased against theft, damage, destruction, acts of vandalism and all other risks customarily insured against and (iii) business
interruption insurance. There are no claims by the Company or any of its Subsidiaries under any policy or instrument described
in this paragraph as to which any insurance company is denying liability or defending under a reservation of rights clause. All
of the insurance policies described in this paragraph are in full force and effect. Neither the Company nor any of its Subsidiaries
has been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(bb)
The Company and its Subsidiaries own or possess or have the right to use on reasonable terms all patents, patent rights, patent
applications, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks, service marks, trade names, service names and other intellectual
property (collectively, “Intellectual Property”) necessary to carry on their respective businesses as described
in the Prospectus and as proposed to be conducted; and neither the Company nor any of its Subsidiaries has received any notice
or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property
or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of
the Company or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, individually or in the aggregate, might result in a Material Adverse Effect. To
the Company’s knowledge, all former and current employees of the Company or any of its Subsidiaries (and, to the Company’s
knowledge, all other agents, consultants and contractors of the Company or any of its subsidiaries who contributed to or participated
in the conception or development of any Intellectual Property for the Company or any of its Subsidiaries) have executed written
contracts or agreements that assign to the Company all rights to any inventions, improvements, discoveries or information relating
to the business of the Company and its Subsidiaries, including without limitation all Intellectual Property owned, controlled
by or in the possession of the Company or any of its Subsidiaries. To the Company’s knowledge, there is no unauthorized
use, infringement or misappropriation of any of the Intellectual Property by any third party, employee or former employee. Each
agreement and instrument (each, a “License Agreement”) pursuant to which any Intellectual Property is licensed
to the Company or any of its Subsidiaries is in full force and effect, has been duly authorized, executed and delivered by, and
is a valid and binding agreement of, the Company or the applicable subsidiary, as the case may be, enforceable against the Company
or such subsidiary in accordance with its terms, except as enforcement thereof may be subject to bankruptcy, insolvency or other
similar laws relating to or affecting creditors’ rights generally or by general equitable principles; the Company and its
Subsidiaries are in compliance with their respective obligations under all License Agreements and, to the knowledge of the Company,
all other parties to any of the License Agreements are in compliance with all of their respective obligations thereunder; no event
or condition has occurred or exists that gives or would give any party to any License Agreement the right, either immediately
or with notice or passage of time or both, to terminate or limit (in whole or in part) any such License Agreement or any rights
of the Company or any of its Subsidiaries thereunder, to exercise any of such party’s remedies thereunder, or to take any
action that would adversely affect any rights of the Company or any of its Subsidiaries thereunder or that might have a Material
Adverse Effect and the Company is not aware of any facts or circumstances that would result in any of the foregoing or give any
party to any License Agreement any such right; and neither the Company nor any of its Subsidiaries has received any notice of
default, breach or non-compliance under any License Agreement.


 




    	 	13	 



    	 



    

 


(cc)
Except as described in any Preliminary Prospectus, the Prospectus and the Registration Statement, the Company: (i) is and at all
times has been in full compliance with all existing privacy laws and other statutes, rules, regulations or industry guidance applicable
to the ownership, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer
for sale, storage, import, export or disposal of any product manufactured, distributed or sold by the Company or any component
thereof (such laws, statutes, rules, regulations or guidance, collectively, “Applicable Laws”); (ii) has not
received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any Governmental
Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (iii)
possesses all Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term
of any such Authorizations; (iv) has not received notice of any claim, suit, proceeding, hearing, enforcement, audit, investigation,
arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is
in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party
is considering any such claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action; (v)
has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify
or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering such action; (vi) has filed,
obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Applicable Laws or Authorizations and that all such material reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material
respects on the date filed (or were corrected or supplemented by a subsequent submission), except, in the case of each of clauses
(i), (ii) and (iii), for any default, violation or event that would not, individually or in the aggregate, have or reasonably
be expected to have a Material Adverse Effect.


 


(dd)
Neither the Company nor, to the Company’s knowledge, any of the Company’s directors, officers or employees has violated:
(i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Control Act of 1986, as amended, (iii) the Foreign Corrupt Practices
Act of 1977, as amended, or (iv) the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any
successor law, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect. No action,
suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to any
of the foregoing laws is pending or, to the knowledge of the Company, threatened.


 




    	 	14	 



    	 



    

 


(ee)
Neither the Company nor any of its Affiliates has, prior to the date hereof, made any offer or sale of any securities which are
required to be “integrated” pursuant to the Securities Act with the offer and sale of the Rights Shares pursuant to
the Registration Statement.


 


(ff)
Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements
or understandings relating to the payment of a finder’s, consulting or origination fee or other compensation by the Company
with respect to the issuance or exercise of the Rights or the sale of the Rights Shares or any other arrangements, agreements
or understandings of the Company or, to the Company’s knowledge, the Company’s officers, directors and employees or
Affiliates that may affect the Dealer-Manager’s compensation, as determined by the Financial Industry Regulatory Authority,
Inc. (“FINRA”). Except as previously disclosed by the Company to the Dealer-Manager in writing, no officer,
director, or beneficial owner of 5% or more of any class of the Company’s securities (whether debt or equity, registered
or unregistered, regardless of the time acquired or the source from which derived) or any other Affiliate is a member or a Person
associated, or affiliated with a member of FINRA. No proceeds from the exercise of the Rights will be paid to any FINRA member,
or any Persons associated or affiliated with a member of FINRA, except as specifically contemplated herein. Except as previously
disclosed by the Company to the Dealer-Manager, no Person to whom securities of the Company have been privately issued within
the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association
with any member of FINRA.


 


(gg)
There are no contracts, agreements or understandings between the Company and any Person that would give rise to a valid claim
against the Company or the Dealer-Manager for a brokerage commission, finder’s fee or other like payment in connection with
the transactions contemplated by this Agreement. Other than the Dealer-Manager, the Company has not employed any brokers, dealers
or underwriters in connection with solicitation of exercise of Rights in the Rights Offering, and except provided for in Sections
6 and 7 hereof, no other commissions, fees or discounts will be paid by the Company in connection with the Rights Offering.


 


(hh)
Neither the Company nor, to the Company’s knowledge, any of the Company’s officers, directors, employees or agents
has at any time during the last five (5) years: (i) made any unlawful contribution to any candidate for foreign office, or failed
to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer
or official, or other Person charged with similar public or quasi-public duties, other than payments that are not prohibited by
the laws of the United States of any jurisdiction thereof.








 



    	 	15	 



    	 



    

 


(ii)
The Company has not and will not, directly or indirectly through any officer, director or Affiliate of the Company or through
any other Person: (i) taken any action designed to cause or to result in, or that has constituted or which might reasonably be
expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the
issuance of the Rights or the sale or resale of the Rights Shares, (ii) since the filing of the Registration Statement sold, bid
for or purchased, or paid any Person any compensation for soliciting exercises or purchases of, the Rights or the Rights Shares
and (iii) until the later of the expiration of the Rights or the completion of the distribution (within the meaning of Regulation
M under the Exchange Act) of the Rights Shares, sell, bid for or purchase, apply or agree to pay to any Person any compensation
for soliciting another to purchase any other securities of the Company (except for the solicitation of the exercises of Rights
pursuant to the Offer Documents). The foregoing shall not apply to the offer, sale, agreement to sell or delivery with respect
to: (i) Rights Shares offered and sold upon exercise of the Rights, as described in the Prospectus, or (ii) any shares of Common
Stock sold pursuant to the Company’s employee benefit plans.


 


(jj)
Each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of
the Exchange Act) included in the Registration Statement and the Prospectus has been made or reaffirmed with a reasonable basis
and has been disclosed in good faith.


 


As
used in this Agreement, references to matters being “material” with respect to the Company or any matter relating
to the Company shall mean a material item, event, change, condition, status or effect related to the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business, prospects (as such prospects are disclosed or described
in any Preliminary Prospectus or the Prospectus), operations or results of operations of the Company and its Subsidiaries, taken
as a whole.


 


As
used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean the knowledge
of the officers of the Company who are named in the Prospectus, with the assumption that such officers shall have made reasonable
and diligent inquiry of the matters presented (with reference to what is customary and prudent for the applicable individuals
in connection with the discharge by the applicable individuals of their duties as officers or directors of the Company).


 


6.
Compensation. In consideration for its services in the Rights Offering, the Dealer-Manager shall receive a cash fee equal
to 6% of the gross dollar amount received by the Company from any cash exercise of the Rights issued to investors in the Rights
Offering, as a commission, which commission shall not exceed $162,000 in the aggregate, and 1.8% non-accountable expense fee,
which non-accountable expense fee shall not exceed $48,600 in the aggregate, as well as an out-of-pocket accountable expense allowance
of 0.2%, which accountable expense allowance shall not exceed $5,400 in the aggregate. If the Rights Offering is not consummated,
any portion of such accountable expense allowance that may be advanced by the Company to the Dealer-Manager but not used by such
Dealer-Manager’s actual out-of-pocket expenses shall be promptly reimbursed to the Company as required under FINRA Rule
5110(f)(2)(D). All payments to be made by the Company pursuant to this Section 6 shall be made at the Closing by wire transfer
of immediately available funds upon the consummation of the subscriptions for Rights Shares pursuant to the exercise of Rights
(the “Closing Date”).


 




    	 	16	 



    	 



    

 


7.
Expenses. Subject to Section 6 hereof, the Company shall pay or cause to be paid:


 


(a)
all expenses (including any taxes) incurred by the Company in connection with the Rights Offering and the preparation, issuance,
execution, authentication and delivery of the Rights and the Rights Shares;


 


(b)
all fees, expenses and disbursements of the Company’s accountants, legal counsel and other third party advisors;


 


(c)
all reasonable and documented costs and expenses of the Dealer-Manager reimbursable upon any termination of this Agreement only
as permitted by FINRA Rule 5110(f)(2)(D);


 


(d)
all fees and expenses of the Subscription Agent and the Information Agent;


 


(e)
all fees, expenses and disbursements (including, without limitation, fees and expenses of the Company’s accountants and
counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including
the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Prospectus, the other
Offer Documents and any amendments or supplements of the foregoing and any printing, delivery and shipping of this Agreement to
any organization of soliciting dealers, if any, to the members thereof by mail, fax or other means of communications;


 


(f)
all fees, expenses and disbursements, if any, relating to the registration or qualification of the Rights and the Rights Shares
under the “blue sky” securities laws of any states or other jurisdictions;


 


(g)
all filing fees of the Commission;


 


(h)
all filing fees relating to the review of the Rights Offering by FINRA;


 


(i)
any applicable listing or other fees;


 


(j)
the cost of printing certificates representing the Rights and the Rights Shares; and


 


(k)
the cost and charges of the Company’s transfer agent(s) or registrar(s).


 


All
payments to be made by the Company pursuant to this Section 7 shall be made promptly after the termination or expiration of the
Rights Offering or, if later, promptly after the related fees, expenses or charges accrue and an invoice therefor is sent by the
Dealer-Manager. The Company shall perform its obligations set forth in this Section 7 whether or not the Rights Offering commences
or any Rights are exercised pursuant to the Rights Offering, except that the Dealer-Manager’s non-accountable expenses may
only be reimbursed upon Closing. For the avoidance of doubt, except as reimbursed pursuant to the non-accountable expense fee,
the Dealer-Manager shall be responsible for expenses it incurs with respect to the performance of its obligations under this Agreement,
including without limitation expenses it incurs with respect to travel and lodging expenses in connection with "road show" trips
and legal counsel and other third parties engaged by the Dealer-Manager.


 




    	 	17	 



    	 



    

 


8.
Shareholder Lists; Subscription Agent; Information Agent.


 


(a)
The Company will cause the Dealer-Manager to be provided with any cards or lists showing the names and addresses of, and the number
of shares of Common Stock held by, the holders of shares of Common Stock as of a recent date and will use its best efforts to
cause the Dealer-Manager to be advised from time to time during the period, as the Dealer-Manager shall request, of the Rights
Offering as to any transfers of record of shares of Common Stock.


 


(b)
The Company (i) has arranged for the Subscription Agent to serve as subscription agent in connection with the Rights Offering,
(ii) will arrange for the Subscription Agent to advise the Dealer-Manager regularly as to such matters as the Dealer-Manager may
reasonably request, including the number of Rights that have been exercised, and (iii) will arrange for the Subscription Agent
to be responsible for receiving subscription funds paid.


 


(c)
The Company has arranged for the Information Agent to serve as the information agent in connection with the Rights Offering (together
with the Subscription Agent, the “Agents”) and to perform services in connection with the Rights Offering that
are customary for an information agent.


 


9.
Covenants of the Company. The Company covenants and agrees with the Dealer-Manager:


 


(a)
To use its best efforts to cause the Registration Statement and any amendments thereto to become effective; to advise the Dealer-Manager,
promptly after it receives notice thereof, of the time when the Registration Statement, or any amendment thereto, becomes effective
or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Dealer-Manager with copies thereof;
to prepare a Prospectus in a form approved by the Dealer-Manager (such approval not to be unreasonably withheld or delayed) and
to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time prescribed by such rule; to advise the
Dealer-Manager, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the
Rights for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.


 




    	 	18	 



    	 



    

 


(b)
To deliver promptly to the Dealer-Manager, at any such location as requested by the Dealer-Manager, such number of the following
documents as the Dealer-Manager shall reasonably request: (i) conformed copies of the Registration Statement as originally filed
with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, any other Offer Documents
filed as exhibits, the computation of the ratio of earnings to fixed charges and the computation of per share earnings), (ii)
each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by
reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time during
which the Prospectus relating to the Rights or the Rights Shares is required to be delivered under the Securities Act and if at
such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period to amend or supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Dealer-Manager
and, upon its request, to file such document and to prepare and furnish without charge to the Dealer-Manager as many copies as
the Dealer-Manager may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement
or omission or effect such compliance.


 


(c)
To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company or the Dealer-Manager, be necessary or advisable in connection with the distribution
of the Rights or the sale of the Rights Shares or be requested by the Commission.


 


(d)
Prior to filing with the Commission any: (i) Preliminary Prospectus, (ii) amendment to the Registration Statement, any document
incorporated by reference in the Prospectus or (iii) any Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy
thereof to the Dealer-Manager and counsel for the Dealer-Manager and obtain the consent of the Dealer-Manager to the filing (which
consent shall not be unreasonably withheld).


 


(e)
To furnish to the Dealer-Manager copies of all materials not available via EDGAR furnished by the Company to its shareholders
and all public reports and all reports and financial statements furnished by the Company to the principal national securities
exchange upon which any of the Company’s securities may be listed pursuant to requirements of or agreements with such exchange
or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder.


 


(f)
To qualify or register the Rights and the Rights Shares for sale under (or obtain exemptions from the application of) the state
securities or blue sky laws of those jurisdictions designated by the Dealer-Manager, the Company shall comply with such laws and
shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Rights
and the Rights Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would
subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject
to taxation as a foreign corporation. The Company will advise the Dealer-Manager promptly of the suspension of the qualification
or registration of (or any such exemption relating to) the Rights and the Rights Shares for offering, sale or trading in any jurisdiction
or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest
possible moment.


 




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(g)
To apply the net proceeds from the exercise of the Rights in the manner described under the caption “Use of Proceeds”
in the Prospectus.


 


(h)
To list the Rights Shares on the NasdaqCM and to use its best efforts to complete that listing, as applicable, subject only to
official notice of issuance (if applicable), prior to the expiration of the Rights Offering.


 


(i)
To take such steps as shall be necessary to ensure that neither the Company nor any Subsidiary shall become an “investment
company” within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission
thereunder.


 


(j)
To advise the Dealer-Manager, directly or through the Subscription Agent, from time to time, as the Dealer-Manager shall request,
of the number of Rights Shares subscribed for, and arrange for the Subscription Agent to furnish the Dealer-Manager with copies
of written reports it furnishes to the Company concerning the Rights Offering.


 


(k)
To commence mailing the Offer Documents to record holders of the Common Stock not later than the second business day following
the record date for the Rights Offering, and complete such mailing as soon as practicable.


 


(l)
To reserve and keep available for issue upon the exercise of the Rights such number of authorized but unissued shares of Rights
Shares as will be sufficient to permit the exercise in full of all Rights, except as otherwise contemplated by the Prospectus.


 


(m)
To not take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably
be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance
of the Rights or the sale or resale of the Rights Shares.


 


(n)
To comply with Instruction I.B.6 of Form S-3 during all applicable time periods set forth therein.


 


10.
Conditions of Dealer-Manager’s Obligations. The obligations of the Dealer-Manager hereunder are subject to (and the
occurrence of any Closing shall be conditioned upon) the accuracy, as of the date hereof and at all times during the Rights Offering,
of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder
and to the following additional conditions:


 


(a)
(i) The Registration Statement shall have become effective and the Prospectus shall have been timely filed with the Commission
in accordance with the Securities Act; (ii) all post-effective amendments to the Registration Statement shall have become effective;
(iii) no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto shall have
been issued and no proceedings for the issuance of any such order shall have been initiated or threatened, and (iv) any request
of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall
have been disclosed to the Dealer-Manager and complied with to the Dealer-Manager’s reasonable satisfaction.


 




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(b)
The Dealer-Manager shall not have been advised by the Company or shall have discovered and disclosed to the Company that the Registration
Statement or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact which in the Dealer-Manager’s
opinion, or in the opinion of counsel to the Dealer-Manager, is material, or omits to state a fact which, in the Dealer-Manager’s
opinion, or in the opinion of counsel to the Dealer-Manager, 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 and validity of this Agreement, the Rights,
the Rights Shares, the Registration Statement and the Prospectus, 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 Dealer-Manager,
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)
On the Closing Date, there shall have been furnished to the Dealer-Manager the signed opinion (addressed to the Dealer-Manager)
of Olshan Frome Wolosky LLP, counsel for the Company, dated as of the Closing Date and in form and substance satisfactory to counsel
for the Dealer-Manager.


 


(e)
The Company shall have furnished to the Dealer-Manager a certificate, dated as of the Closing Date, of its President and Chief
Executive Officer and its Chief Financial Officer stating that:


 


	 	i.	To the best of their knowledge after reasonable investigation,
the representations, warranties, covenants and agreements of the Company hereof are true and correct in all material respects;
	 	 	 
	 	ii.	The conditions set forth in this Agreement have been
fulfilled;
	 	 	 
	 	iii.	Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries has sustained any material
loss or interference with its business, whether or not covered by insurance, or from any labor dispute or any legal or governmental
proceeding;
	 	 	 
	 	iv.	Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving
a prospective Material Adverse Change; and
	 	 	 
	 	v.	They have carefully examined the Registration Statement
and the Prospectus and, in their opinion (A) the Registration Statement and the Prospectus, as of the Effective Date, did not
include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set
forth in a supplement or amendment to the Registration Statement or the Prospectus.




 



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(f)
Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements
included in the Prospectus any Material Adverse Change, the effect of which is, in the judgment of the Dealer-Manager, so material
and adverse as to make it impracticable or inadvisable to proceed with the Rights Offering.


 


(g)
Neither FINRA nor the NasdaqCM shall have objected to the Rights Offering issuance.


 


(h)
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 Dealer-Manager. If
any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement, this
Agreement and all obligations of the Dealer-Manager hereunder may be canceled at, or at any time during the Rights Offering, by
the Dealer-Manager. Any such cancellation shall be without liability of the Dealer-Manager to the Company. Notice of such cancellation
shall be given the Company in writing, or by telegraph or telephone and confirmed in writing.


 


11.
Indemnification and Contribution. Notwithstanding anything to the contrary contained in the Engagement Letter:


 


(a)
The Company agrees to indemnify and hold harmless the Dealer-Manager and its affiliates and any officer, director, employee or
agent of the Dealer-Manager or any such affiliates and any Person controlling (within the meaning of Section 20(a) of the Exchange
Act) the Dealer-Manager or any of such affiliates (collectively, the “Indemnified Parties”) from and against
any and all losses, claims, damages, liabilities, expenses and actions (including shareholder actions, in respect thereof) whatsoever,
under the Securities Act or otherwise (as incurred or suffered and including, but not limited to, any and all legal or other expenses
incurred in connection with investigating, preparing to defend or defending any lawsuit, claim or other proceeding, commenced
or threatened, whether or not resulting in any liability, which legal or other expenses shall be reimbursed by the Company promptly
after receipt of any invoices therefore from the Dealer-Manager), (A) arising out of or based upon: (i) any untrue statement or
alleged untrue statement of a material fact contained in the Offer Documents or any amendment or supplement thereto, in any other
solicitation material used by the Company or authorized by it for use in connection with the Rights Offering, or in any blue sky
application or other document prepared or executed by the Company (or based on any written information furnished by the Company)
specifically for the purpose of qualifying any or all of the Rights or the Rights Shares under the securities laws of any state
or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”)
or arising out of or based upon the omission or alleged omission to state in any such document 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 (other than statements or omissions made in reliance upon and in conformity with the Dealer-Manager Information),
(ii) any withdrawal or termination by the Company of, or failure by the Company to make or consummate, the Rights Offering, (iii)
any actions taken or omitted to be taken by an Indemnified Party with the consent of the Company or in conformity with actions
taken or omitted to be taken by the Company or (iv) any failure by the Company to comply with any agreement or covenant, contained
in this Agreement, or (B) arising out of, relating to or in connection with or alleged to arise out of, relate to or be in connection
with, the Rights Offering, any of the other transactions contemplated thereby or the performance of the Dealer-Manager’s
services to the Company with respect to the Rights Offering; provided, however, that the Company shall not be responsible
for any liabilities or expenses of any Indemnified Party that have resulted primarily from such Indemnified Party’s (x)
gross negligence, bad faith or willful misconduct (as determined by final and non-appealable judgment of a court of competent
jurisdiction) in connection with any of the advice, actions, inactions or services referred to herein or (y) use of any Offering
materials or information concerning the Company in connection with the Offer that were not authorized for such use by the Company
and which use constitutes negligence, bad faith or willful misconduct (as determined by final and non-appealable judgment of a
court of competent jurisdiction).


 




    	 	22	 



    	 



    

 


(b)
Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding
or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is
to be made against the Company pursuant hereto, promptly notify the Company in writing of the same. In case any such action is
brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company
may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. Within 15 days following
receipt of notice from an Indemnified Party or the receipt of such claim, the Company will notify the Dealer-Manager that the
Company will assume control of the defense. An Indemnified Party may employ counsel to participate in the defense of any such
action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment
of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon
advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that
are different from or in addition to those available to the Company, or that a conflict or potential conflict exists (based upon
advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable
for counsel to the Indemnifying Party to conduct the defense of both the Company and the Indemnified Party (in which case the
Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company
has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within
a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements
and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company
be required to pay fees and expenses for more than one firm of attorneys representing Indemnified Parties unless the defense of
one Indemnified Party is unique or separate from that of another Indemnified Party subject to the same claim or action. Any failure
or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party’s
right to be indemnified hereunder, except to the extent that such failure or delay causes actual harm to the Company, or prejudices
its ability to defend such action, suit or proceeding on behalf of such Indemnified Party.


 




    	 	23	 



    	 



    

 


(c)
If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance
with the terms hereof) to any Indemnified Party otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities
referred to herein, then, in lieu of indemnifying such person hereunder, whether or not the Dealer-Manager is the person entitled
to indemnification or reimbursement, the Company shall contribute to the amount paid or payable by the Indemnified Party as a
result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate
to reflect the relative benefits to the Company, on the one hand, and the Dealer-Manager, on the other hand, of the Rights Offering
or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not
only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and the Dealer-Manager,
as well as any other relevant equitable considerations; provided, however, in no event shall the Dealer-Manager’s
aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by the Dealer-Manager
under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to the Dealer-Manager of the
engagement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or
contemplated to be received by the Company in the Rights Offering, whether or not the Rights Offering is consummated, bears to
(b) the fees paid or to be paid to the Dealer-Manager under this Agreement.


 


(d)
The Company also agrees that neither the Dealer-Manager, nor any other Indemnified Party, shall have any liability to the Company
for or in connection with the Dealer-Manager’s engagement as Dealer-Manager, except for any such liability for losses, claims,
damages, liabilities or expenses incurred by the Company which have resulted primarily from the Dealer-Manager’s bad faith,
willful misconduct, or gross negligence (as determined by final and non-appealable judgment of a court of competent jurisdiction)
or the use of any offering material or information concerning the Company in connection with this Rights Offering which were not
authorized for such use. The foregoing agreement shall be in addition to any rights that the Dealer-Manager, the Company or any
Indemnified Party may have at common law or otherwise, including, but not limited to, any right to contribution. For the sole
purpose of enforcing and otherwise giving effect to the provisions of this Agreement, the Company hereby consents to personal
jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against the Dealer-Manager
or any other indemnified party.


 




    	 	24	 



    	 



    

 


(e)
The Company agrees that it will not, without the prior written consent of the Dealer-Manager, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the Dealer-Manager is an actual or potential party to such claim, action,
suit or proceeding) unless such settlement, compromise or consent (i) relates solely to the payment of monetary damages and does
not include any admission of liability on the part of the Dealer-Manager, and (ii) includes an unconditional release, reasonably
satisfactory in form and substance to the Dealer-Manager, releasing the Dealer-Manager from all liability arising out of such
claim, action, suit or proceeding.


 


(f)
In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of
or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse the
Dealer-Manager on a monthly basis for all expenses reasonably incurred by it in connection with such Indemnified Party’s
appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its
legal counsel.


 


(g)
If multiple claims are brought, and indemnification is permitted under applicable law and provided for under this Agreement with
respect to at least one of such claims, the Company agrees that any judgment or arbitration award shall be conclusively deemed
to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitrate
award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.


 


(h)
The Company agrees to reimburse each Indemnified Party for all expenses as they are incurred in connection with enforcing such
Indemnified Party’s rights hereunder.


 


12.
Effective Date of Agreement; Termination.


 


(a)
This Agreement shall become effective upon the later of the time on which the Dealer-Manager shall have received notification
of the effectiveness of the Registration Statement and the time which this Agreement shall have been executed by all of the parties
hereto.


 


(b)
This Agreement shall terminate upon the earliest to occur of (a) the consummation, termination or withdrawal of the Rights Offering,
and (b) the withdrawal by the Dealer-Manager pursuant to Section 4.


 


13.
Survival of Certain Provisions. The agreements contained in Sections 3, 6, 7, 11 and 13 through 21 hereof and the
representations, warranties and agreements of the Company contained in Section 5 hereof shall survive the consummation of or failure
to commence the Rights Offering and shall remain in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party; provided, that the Company’s obligations under
Section 7 to reimburse the Dealer Manager for accountable expenses are subject to FINRA Rule 5110 (f)(2)(D) in that such expenses
are only reimbursable to the extent actually incurred and only if the Rights Offering actually closes.


 




    	 	25	 



    	 



    

 


14.
Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing
and shall be deemed to have been duly given if (a) delivered personally, (b) sent by facsimile with immediate telephonic confirmation
or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows


 


If
to the Dealer-Manager:


 


Advisory
Group Equity Services, Ltd.


doing
business as RHK Capital


88
Post Road West, 3rd floor


Westport,
Connecticut 06880


Attention:
Richard H. Kreger, Senior Managing Director


Email:
rkreger@rhk.capital


 


With
a copy to:


 


Mandelbaum
Salsburg PC


1270
Avenue of the Americas, Suite 1808


New
York, NY 10020


Attention:
J. Russell Bulkeley, Esq.


Email:
rbulkeley@lawfirm.ms


Facsimile:
(917) 383-1228


 


If
to the Company:


 


Cemtrex
Inc.


19
Engineers Lane


Farmingdale,
NY 11735


Attention:
Mr. Saagar Govil, Chief Executive Officer


 


With
a copy to:


 


Olshan
Frome Wolosky LLP


1325
Avenue of the Americas


New
York, NY 10019


Attention:
Spencer G. Feldman, Esq.


Email:
sfeldman@olshanlaw.com


Facsimile:
(212) 451-2222


 


15.
Parties. This Agreement shall inure to the benefit of and be binding upon the Dealer-Manager, the Company and their respective
successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those Persons, except that the
representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be
for the benefit of the Person or Persons, if any, who control the Dealer-Manager within the meaning of Section 15 of the Act.
Nothing in this Agreement shall be construed to give any Person, other than the Persons referred to in this Section, any legal
or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.


 




    	 	26	 



    	 



    

 


16.
Amendment. This Agreement may not be amended or modified except in writing signed by each of the parties hereto.


 


17.
Governing Law; Venue. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement
and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other
respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section
5-1401 of The New York General Obligations Law). Each of the Dealer-Manager and the Company: (a) 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 the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District
of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and
(c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States
District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Dealer-Manager 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 Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern
District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address
or delivered by Federal Express via overnight delivery 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 underwriters mailed by certified mail to the
Dealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective
service process upon the Dealer-Manager, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE
FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.


 


18.
Entire Agreement. This Agreement, as the same may be amended from time to time in accordance with the terms hereof, contains
the entire agreement among the parties hereto relating to the subject matter hereof and there are no other or further agreements
outstanding not specifically mentioned herein.


 


19.
Assignment. Neither this Agreement nor any right or interest hereunder shall be assignable by the Company or the Dealer-Manager
without the prior written consent of the other party hereto.


 


19.
Severability. If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to
any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this
Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.


 


20.
Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to
affect the meaning or interpretation of, this Agreement.


 


21.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement
by facsimile or other electronic transmission (including .pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.


 


[Signature
Page Follows]


 




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If
the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among us.


 


	 	Very truly yours,
	 	 	 
	 	CEMTREX INC.
	 	 	 
	 	By:
    	 
	 	Name: 	Saagar
    Govil
	 	Title:
    	Chief
    Executive Officer


 


Accepted
and agreed as of the date first written above:


 


	ADVISORY GROUP EQUITY SERVICES, LTD.	 
	doing business as RHK Capital	 
	 	 	 
	By:
    	 	 
	Name: 
   	Richard
    H. Kreger	 
	Title:
    	Senior
    Managing Director	 


 


[Signature
Page to Dealer-Manager Agreement]