Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


August 5, 2020


 


Roth Capital Partners, LLC


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”), Quest Resource Holding Corporation, a Nevada
corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,392,500  of registered shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (the "Common Stock”), directly to various investors
(each, an “Investor” and, collectively, the “Investors”) through Roth Capital Partners, LLC,
as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors
in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase
Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase
price to the Investors for each Share is $1.15. The Placement Agent may retain other brokers or dealers to act as sub-agents or
selected-dealers on its behalf in connection with the Offering.


 


The Company hereby
confirms its agreement with the Placement Agent as follows:


 


Section 1.                 
Agreement to Act as Placement Agent.


 


(a)               
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms
and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and
sale by the Company of the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-227800) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and
negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept
offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment
of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each
Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:


 


(i)                
A cash fee equal to 6% of the gross proceeds received by the Company from the sale of the Securities at the closing of
the Offering (the “Closing”).


 






    


    


    

 


(ii)              
The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of $50,000 payable
immediately upon the Closing of the Offering.


 


(b)               
The term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any
time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in
the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation
to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof
and which are permitted to be reimbursed under Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(D),
will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability
of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial
advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the
“Securities Act”).


 


Section 2.                 
Representations, Warranties and Covenants of the Company. Except as set forth in the SEC Reports (as defined below),
the Company hereby represents, warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date,
as follows:


 


(a)               
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act, which was filed on March 15, 2019 and declared effective on April 8, 2019
for the registration of the Shares under the Securities Act. Following the determination of pricing among the Company and the prospective
Investors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b)
under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a final prospectus supplement relating to the placement of the Shares, their respective pricings and the plan of distribution
thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required
to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as
amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which
it appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement relating
to the Offering, is hereinafter called the “Base Prospectus”; the preliminary prospectus supplement in the form
in which it was filed with the Commission pursuant to Rule 424(b) is hereinafter called the “Preliminary Prospectus Supplement”;
and the final prospectus supplement, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The
Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”
Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary
Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein
(the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to
the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus shall be
deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue
date of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included,” “described,” “referenced,” “set forth” or “stated” in the
Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement
or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale
Disclosure Package” means the Base Prospectus, any preliminary prospectus supplement, any subscription agreement between
the Company and the Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer
Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part
of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Base
Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commission
has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus
or any Prospectus Supplement or intends to commence a proceeding for any such purpose.


 






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


 






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(c)               
Certain Statements. The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and
the Final Prospectus under the captions “Description of Common Stock”, insofar as they purport to constitute a summary
of (i) the terms of the Company’s outstanding securities, (ii) the terms of the Shares, (iii) the terms of
the documents referred to therein, and (iv) the provisions of the laws referred to therein, are accurate, complete and fair
in all material respects.


 


(d)               
Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”)
are set forth in the Incorporated Documents. The Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive
rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares of capital
stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe
for or purchase securities.


 


(e)               
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, would not result in: (i) a material adverse effect on the legality, validity or enforceability
of this Agreement or any other agreement entered into between the Company and the Investors, (ii) a material adverse effect on
the results of operations, assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii)
a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under
this Agreement or the transactions contemplated under the Prospectus Supplement (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no an action, claim, suit, investigation or proceeding (including, without limitation, an informal
investigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”) has
been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and
authority or qualification.


 


(f)                
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of each of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby and under the Base Prospectus have been duly authorized by all necessary action on
the part of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board
of Directors”) or the Company’s stockholders in connection therewith other than in connection with the Required
Approvals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 






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(g)               
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Shares and the consummation by it of the transactions
contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note,
bond, mortgage, indenture or other instrument (the “Contracts”) or obligation to which the Company or any subsidiary
is a party or by which any property or asset of the Company or any subsidiary is bound or affected or (iii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iv) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case
of each of clauses (ii), (iii) and (iv), such as would not result in a Material Adverse Effect.


 


(h)               
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactions
contemplated pursuant to the Base Prospectus, other than: (i) the filing with the Commission of the Final Prospectus, (ii) application(s)
to the Nasdaq Capital Market (the “Trading Market”) for the listing of the Shares for trading thereon in the
time and manner required thereby, (iii) such filings as are required to be made under applicable state securities laws and the
rules of the FINRA and (iv) such consents, approvals, orders, authorizations and filings the failure of which to make or obtain
would not have a Material Adverse Effect (collectively, the “Required Approvals”).


 


(i)                
Issuance of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance
with the Final Prospectus, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by
the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable
pursuant to the Final Prospectus.


 


(j)                
Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time
of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company (including
the Shares) are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable
securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and
the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure
Package and the Final Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates
as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus,
the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts
or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares,
when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be
issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will
conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure
Package and the Final Prospectus.


 






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(k)               
Stock Options; Other Securities. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package
or the Final Prospectus, and except for the issuance of shares upon the exercise of outstanding options or warrants, or upon the
issuance of restricted stock awards, restricted stock units, or stock appreciation rights under the Company’s existing stock
awards plan, or any new grants thereof in the ordinary course of business, there are no authorized or outstanding convertible or
exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the
Company or any subsidiary any shares of the capital stock of the Company or any subsidiary. The description of the Company’s
stock option, stock bonus and other stock plans or arrangements and the options, restricted stock, performance-based restricted
stock units, stock appreciation rights, or other rights granted thereunder, set forth in the Time of Sale Disclosure Package and
the Final Prospectus accurately and fairly presents in all material respects the information required to be shown with respect
to such plans, arrangements, options and rights.


 


(l)                
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to
file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together
with the Prospectus and any prospectus supplement, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject
to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 






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(m)             
Material Changes. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Final
Prospectus, since the respective dates as of which information is given (including information incorporated by reference) in the
Registration Statement, Time of Sale Disclosure Package, or Final Prospectus, (i) neither the Company nor any of its subsidiaries
has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than
in the ordinary course of business, (ii) the Company has not declared or paid any dividends or made any distribution of any kind
with respect to its capital stock; (iii) there has not been any change in the capital stock of the Company or any of its subsidiaries
(other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding
options or warrants, upon the conversion of outstanding shares of preferred stock or other convertible securities or upon the issuance
of restricted stock awards, restricted stock units, or stock appreciation rights under the Company’s existing stock awards
plan, or any new grants thereof in the ordinary course of business), (iv) there has not been any material change in the Company’s
long-term or short-term debt, and (v) there has not been the occurrence of any Material Adverse Effect.


 


(n)               
No Undisclosed Contracts; Descriptions of Contracts. There is no Contract required by the Securities Act to be described
in the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to the
Registration Statement which is not so described or filed therein as required. All descriptions of any such Contracts or documents
contained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus
are accurate and complete descriptions of such documents in all material respects. Other than as described in the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated for
convenience or default by the Company, its subsidiaries, or any of the other parties thereto, and neither the Company nor its subsidiaries
has received notice, or has knowledge, of any such pending or threatened suspension or termination, except for such pending or
threatened suspensions or terminations that would not have a Material Adverse Effect.


 


(o)               
No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of
its subsidiaries on the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliers
of the Company or any of its subsidiaries on the other hand, which is required to be described in the Registration Statement, the
Time of Sale Disclosure Package or the Final Prospectus and which is not so described.


 


(p)               
Absence of Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package or
the Final Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit or proceeding to which the
Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the
subject before or by any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body
or agency (whether foreign or domestic) having jurisdiction over the Company or its subsidiaries or any of their respective properties,
assets or operations (a “Governmental Entity”) which would have a Material Adverse Effect.


 






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(q)               
Employment Matters. There is no unfair labor practice complaint pending against the Company or its subsidiaries,
nor to the Company’s knowledge, threatened against it, before the National Labor Relations Board, any state or local labor
relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Company or its subsidiaries, or, to the Company’s knowledge, threatened against
the Company or its subsidiaries. No labor dispute or disturbance with the employees of the Company, employees of the Company’s
subsidiaries, or, to the actual knowledge of the Company, material subcontractors of the Company or its subsidiaries exists or,
to the knowledge of the Company, is threatened or imminent, in each case that would have a Material Adverse Effect. The Company
is not aware that any key employee or significant group of employees of the Company plans to terminate employment with the Company.


 


(r)                
ERISA Compliance. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”),
or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated
funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other
than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred
or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries which
would have a Material Adverse Effect. Each employee benefit plan of the Company or any of its subsidiaries is in compliance with
applicable law, including ERISA and the Code, except where the failure to comply would not have a Material Adverse Effect. The
Company and its subsidiaries have not incurred and could not reasonably be expected to incur liability under Title IV of ERISA
with respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA). Each pension plan for which the
Company or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code
is so qualified, and to the Company’s knowledge nothing has occurred, whether by action or by failure to act, which could,
singularly or in the aggregate, cause the loss of such qualification.


 


(s)                
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of
its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree
or order of any court, arbitrator or governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to
taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except
in each case would not result in a Material Adverse Effect.


 


(t)                
Environmental Laws.The Company and its subsidiaries are in compliance with all foreign, federal, state and local
rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and
protection of health and safety or the environment which are applicable to their businesses, except where the failure to comply
would not have a Material Adverse Effect. To the Company’s knowledge, there has been no storage, generation, transportation,
handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances
by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any other entity for whose
acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the properties now or previously
owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statue, ordinance,
rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of
common law), regulation, order, judgment, decree or permit, give rise to a liability, except for any violation or liability which
would not have a Material Adverse Effect.


 






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(u)               
Permits. The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations,
licenses, permits, easements, consents, certificates and orders (“Permits”) of any Governmental Entity required
for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold,
or comply with, any of them would not have a Material Adverse Effect.


 


(v)               
Title to Assets. The Company and each of its subsidiaries have good and marketable title to all property (whether
real or personal) described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus as being
owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests,
other encumbrances or defects, except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Package
and the Final Prospectus or as would not have a Material Adverse Effect. The property held under lease by the Company and its subsidiaries
is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as
do not interfere in any material respect with the conduct of the business of the Company and its subsidiaries.


 


(w)             
Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package or
the Final Prospectus, the Company and its subsidiaries own or have valid, binding and enforceable licenses (subject to field of
use and other terms and conditions contained in the applicable license agreements) for the patents and patent applications, copyrights,
trademarks, trademark registrations, service marks, service mark registrations, trade names, service names and know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all
other technology and intellectual property rights that (1) are described in the Registration Statement, the Time of Sale Disclosure
Package, and the Final Prospectus as owned by or licensed to the Company or its subsidiaries or (2) to the Company’s knowledge,
are necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its subsidiaries in the
manner described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus (collectively, the
“Company Intellectual Property”). Except as disclosed in the Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus, (A) the intellectual property owned by the Company or any of its subsidiaries is free and
clear of all material liens and encumbrances; (B) to the knowledge of the Company, the patents, trademarks and copyrights
owned or licensed by the Company or any of its subsidiaries are valid, enforceable and subsisting; and (C) the Company and
its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual property
has been licensed to the Company or any subsidiary, and all such agreements that have not expired or been intentionally terminated
by the Company or any subsidiary are in full force and effect. Other than as disclosed in the Registration Statement, the Time
of Sale Disclosure Package or the Final Prospectus, (i) neither the Company nor any of its subsidiaries is obligated to pay
a material royalty, grant a license or provide other material consideration to any third party in connection with the Company Intellectual
Property, (ii) no action, suit, claim or other proceeding is pending, or, to the knowledge of the Company, threatened, challenging
the validity, enforceability, scope, registration, ownership or use of any of the patents or patent applications included in the
Company Intellectual Property, or challenging the Company’s or any of its subsidiaries’ rights in or to any Company
Intellectual Property, (iii) neither the Company nor any of its subsidiaries has received notice of any written claim of infringement,
misappropriation or conflict with any asserted rights of others with respect to any of the Company Intellectual Property, (iv) to
the knowledge of the Company, the development, manufacture, and sale of any of the processes of the Company or any of its subsidiaries
referred to in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus do not currently infringe
any right or valid patent claim of any third party in any material respect, (v) the Company and its subsidiaries have taken reasonable
measures to protect their confidential information and trade secrets and to maintain and safeguard the confidentiality of the confidential
information and trade secrets within the Company Intellectual Property, and (vi) to the knowledge of the Company, there is no infringement
by third parties of any Company Intellectual Property that would have a Material Adverse Effect.


 






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(x)               
Data Privacy. In connection with its collection, storage, transfer and/or use of any personally identifiable information
from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties
(collectively “Private Information”), the Company is and has been in material compliance with all applicable
laws in all relevant jurisdictions, the Company’s applicable external privacy policies and the applicable requirements of
any Contract. The Company takes and has taken reasonable steps to protect Private Information against loss and against unauthorized
access, use, modification, disclosure or other misuse. To the Company’s knowledge, in the past three years, there has been
no material unauthorized access, modification, disclosure or other misuse of any Private Information. The Company is not subject
to any complaints, lawsuits, proceedings, audits, investigations or claims by any private party, the Federal Trade Commission,
any state attorney general or similar state official, or any other governmental authority, foreign or domestic, regarding its collection,
use, storage, disclosure, transfer or maintenance of any Private Information and there are no such complaints, lawsuits, proceedings,
audits, investigations or claims, to the Company’s knowledge, threatened.


 


(y)               
Insurance. The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering
such risks as is commercially reasonable for the conduct of its business and the value of its properties.


 


(z)               
Books and Records. The minute books of the Company have been made available to the Placement Agent and counsel for
the Placement Agent, and such books (A) contain a complete summary in all material respects of all meetings and actions of
the board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest
holders, as applicable), and (B) accurately in all material respects reflect all transactions referred to in such minutes.


 


(aa)            
Transactions With Affiliates and Employees. Except as set forth in the Time of Sale Disclosure Package, none of the
officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company
or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money
to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.


 






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(bb)           
Sarbanes-Oxley; Internal Accounting Controls. The Company is in compliance in all material respects with all applicable
provisions of the Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulations
promulgated thereunder or implementing the provisions thereof. The Company maintains systems of “internal control over financial
reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons
performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls
sufficient to provide reasonable assurance 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 GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in extensible Business
Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and
the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the
Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included
in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company maintains disclosure controls and procedures that have been designed to
ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive
officer and principal financial officer by others within those entities; and such disclosure controls and procedures of the Company
are effective.


 


(cc)            
Certain Fees. There are no claims, payments, issuances, arrangements or understandings for services in the nature
of a finder’s, consulting or origination fee with respect to the introduction of the Company to any Placement Agent or the
sale of the Shares hereunder or any other arrangements, agreements, understandings, payments or issuances with respect to the Company
that may affect the Placement Agent’s compensation, as determined by FINRA. The Investors shall have no obligation with respect
to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by this Agreement and the transactions contemplated pursuant to
the Base Prospectus.


 


(dd)           
No Fees. Except as disclosed to the Placement Agent in writing, the Company has not made any direct or indirect payments
(in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration of
such person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) any
FINRA member, or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member within
the 12-month period prior to the date on which the initial Preliminary Prospectus was filed with the Commission (“Filing
Date”) or thereafter.


 






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(ee)            
Proceeds. None of the net proceeds of the offering will be paid by the Company to any participating FINRA member
or any affiliate or associate of any participating FINRA member, except as specifically authorized herein.


 


(ff)              
No FINRA Affiliations. To the Company’s knowledge and except as disclosed to the Placement Agent in writing,
no (i) officer or director of the Company or its subsidiaries, (ii) owner of 5% or more of any class of the Company’s securities
or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day period prior to the Filing
Date, has any direct or indirect affiliation or association with any FINRA member. The Company will advise the Placement Agent
and counsel to the Placement Agent if it becomes aware that any officer, director of the Company or its subsidiaries or any owner
of 5% or more of any class of the Company’s securities is or becomes an affiliate or associated person of a FINRA member
participating in the offering.


 


(gg)           
No Financial Advisor. Other than the Placement Agent, no person has the right to act as a placement agent or as a
financial advisor to the Company in connection with the transactions contemplated hereby.


 


(hh)           
Prior Sales of Securities. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package
and the Final Prospectus, the Company has not sold or issued any shares of Common Stock during the six-month period preceding the
date hereof, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued
pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding preferred
stock, options, rights or warrants or other outstanding convertible securities.


 


(ii)              
Investment Company. The Company is not and, after giving effect to the offering and sale of the Shares and the application
of the net proceeds thereof, will not be an “investment company,” as such term is defined in the Investment Company
Act of 1940, as amended.


 


(jj)              
Registration Rights. No person or entity has the right to require registration of shares of Common Stock or other
securities of the Company or any of its subsidiaries within ninety days of the date hereof because of the filing or effectiveness
of the Registration Statement or otherwise, except for persons and entities who have expressly waived such right in writing or
who have been given timely and proper written notice and have failed to exercise such right within the time or times required under
the terms and conditions of such right. Except as described in the Registration Statement, the Time of Sale Disclosure Package
and the Final Prospectus, there are no persons with registration rights or similar rights to have any securities registered by
the Company or any of its subsidiaries under the Securities Act.


 


(kk)           
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible
for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such
electronic transfer.


 






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(ll)              
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of
the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions
contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of
the Securities and the Investors’ ownership of the Shares.


 


(mm)       
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement
and the transactions contemplated pursuant to the Base Prospectus, the Company confirms that neither it nor any other Person acting
on its behalf has provided any of the Investors or their agents or counsel with any information that it believes constitutes or
might constitute material, non-public information which is not otherwise disclosed in the Time of Sale Disclosure Package. The
Company understands and confirms that the Investors will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Investors regarding the Company and, its
Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Time of Sale Disclosure Package,
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press
releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made and when made, not misleading.


 


(nn)           
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 


(oo)            Solvency.
Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by
the Company of the proceeds from the sale of the Securities hereunder, (i) the Company’s assets do not constitute
unreasonably small capital to carry on its business as now conducted including its capital needs taking into account the
particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and
capital availability thereof, and (ii) to the knowledge of the Company, the current cash flow of the Company, together with
the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required
to be paid. The Company does not currently intend to incur debts beyond its ability to pay such debts as they mature (taking
into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from each Closing Date. The Time of Sale Disclosure Package and the
SEC Reports incorporate as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any
Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other
than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other
contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the
Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease
payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor
any Subsidiary is in default in any material respect with respect to any Indebtedness.


  






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(pp)           
Taxes. Each of the Company and its subsidiaries has (a) filed all foreign, federal, state and local tax returns (as
defined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for
the filing thereof and (b) paid all taxes (as defined below) shown as due and payable on such returns that were filed and has paid
all taxes imposed on or assessed against the Company or such respective subsidiary that are due and payable, except as currently
being contested in good faith and for which appropriate reserves have been established on the books and records of the Company
or any of its subsidiaries to the extent required by GAAP. The provisions for taxes payable, if any, shown on the financial statements
included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such
consolidated financial statements. To the knowledge of the Company, no issues have been raised (and are currently pending) by any
taxing authority in connection with any of the returns or taxes asserted as due from the Company, and no waivers of statutes of
limitation with respect to the returns or collection of taxes have been given by or requested from the Company except as would
not have a Material Adverse Effect on the Company. The term “taxes” mean all federal, state, local, foreign,
and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,
service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additions
to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,
statements, and other documents required to be filed in respect to taxes.


 


(qq)           
Foreign Corrupt Practices. None of (i) the Company or its subsidiaries or (ii) to the knowledge of the Company, any
director or officer, employee, representative, agent or affiliate of the Company or its subsidiaries or any other person acting
on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result
in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention
of the FCPA and the Company and its subsidiaries have conducted their businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.


 






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(rr)              
Accountants. To the Company’s knowledge, Semple, Marchal and Cooper, LLP, which has expressed its opinion with
respect to the audited financial statements and schedules incorporated by reference as a part of the Registration Statement, the
Time of Sale Disclosure Package and the Final Prospectus, is an independent public accounting firm with respect to the Company
within the meaning of the Securities Act.


 


(ss)             
Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken,
directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s
placement agent in connection with the placement of the Shares.


 


(tt)              
Office of Foreign Assets Control. None of (i) the Company or its subsidiaries
or (ii) to the knowledge of the Company, any director or officer, employee, representative, agent or affiliate of the Company or
its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(uu)           
U.S. Real Property Holding Corporation. The Company is not and has never been
a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and
the Company shall so certify upon Investor’s request.


 


(vv)           
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or
Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by
the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of
its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of
any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal
Reserve.


 


(ww)        
Money Laundering. The operations of the Company and its subsidiaries are and
have been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of
the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by
or before any Governmental Entity involving the Company or its subsidiaries with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.


 


(xx)           
Certificates. Any certificate signed by an officer of the Company and
delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed to be a representation and warranty
by the Company to the Placement Agent as to the matters set forth therein.


 


(yy)           
Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of
the foregoing representations and warranties and hereby consents to such reliance.


 






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(zz)            
Forward-Looking Statements. The Company had a reasonable basis for, and made in good faith, each “forward-looking
statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporated
by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus or the Marketing Materials
(as defined below).


 


(aaa)         
Marketing Materials. The Company has not distributed any prospectus or other offering material in connection with
the offering and sale of the Shares other than the Time of Sale Disclosure Package and the roadshow or investor presentations delivered
to and approved by the Placement Agent for use in connection with the marketing of the offering of the Shares (the “Marketing
Materials”). Except for Marketing Materials approved in writing by the Placement Agent, no Marketing Materials have been
provided to investors or prospective investors.


 


(bbb)       
Statistical or Market-Related Data. All statistical or market-related data included or incorporated by reference
in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or included in the Marketing Materials,
are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained
the written consent to the use of such data from such sources, to the extent required.


 


(ccc)         
Paycheck Protection Program Loan. The Company was eligible for a loan under the Paycheck Protection Program promulgated
pursuant to Section 1102 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “PPP Loan”)
at the time of the application for, acceptance of, and use of the proceeds of such PPP Loan, and at all relevant times has been
and remains in compliance in all material respects with the terms and conditions of the PPP Loan and all laws applicable thereto.
Any certifications, representations or information supplied by the Company in connection with the PPP Loan were and remain true,
complete and correct in all material respects.


 


(ddd)       
No Definitive Acquisition. As of the date hereof, the Company has entered into two (2) letters of intent regarding
potential acquisitions, correct and complete copies of which have been provided to the Placement Agent.   The Company
believes it has a reasonable basis to conclude that neither acquisition is “probable” within the meaning of SEC Regulation
S-X or any corresponding GAAP concept, and accordingly no financial statements relating to the target companies, or pro forma financial
information giving effect to the acquisitions, is required to be included in the Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus.   Without limitation of the foregoing, the Company has not completed negotiation of
or entered into definitive agreements, secured financing for, obtained final board of directors approval for, or completed due
diligence in respect of either acquisition, and no assurance can be given that any of these items will be satisfied.


 


Section 3.                 
Delivery and Payment. Each Closing shall occur at the offices of the DLA Piper LLP (US), 2525 E. Camelback Road, Suite
1000, Phoenix, Arizona 85016 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon by
the Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase price
for the Shares sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Shares, and such
Shares shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least
one business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions taken
at a Closing shall be deemed to have occurred simultaneously.


 






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Section 4.                 
Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)               
Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof
of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Base
Prospectus or the Final Prospectus has been filed and will furnish the Placement Agent with copies thereof, for so long as the
delivery of a prospectus is required in connection with the Offering. The Company will file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection
with the Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by
the Commission to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and
(ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order
preventing or suspending the use of the Base Prospectus or the Final Prospectus or any prospectus supplement or any amendment or
supplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification of the
Shares for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose,
or of any request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or for additional
information. The Company shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension
of such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time,
the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration
statement and use its best efforts to have such new registration statement declared effective as soon as practicable.  Additionally,
the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the
Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm
that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 


(b)               
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify
the Shares for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the
Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably
required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided
further that the Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare
and file such statements, reports and other documents as are or may be required to continue such qualifications in effect for so
long a period as the Placement Agent may reasonably request for distribution of the Shares. The Company will advise the Placement
Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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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(c)               
Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and
the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Shares as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a
prospectus is required by law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents
or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment
of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement
the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstances under which
they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents
or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly
prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment
to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is
necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the
light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,
the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration
Statement or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish
the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement without
first reasonably considering any comments from the Placement Agent.


 


(d)               
Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge,
during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies
of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.


 


(e)               
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the
Placement Agent, make any offer relating to the Shares that would constitute an Company Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by
the Company with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement
Agent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”),
the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and
(ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.


 


(f)                
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)               
Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act,
but in any event not later than 18 months after the last Closing Date, the Company will make generally available to its security
holders and to the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the
last Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 






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(h)               
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis,
with the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time
periods and in the manner required by the Exchange Act.


 


(i)                
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements
as the Placement Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form
and substance reasonably acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely
upon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in any
such purchase, subscription or other agreement with Investors in the Offering.


 


(j)                
No Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to
cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company.


 


(k)               
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for
the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred
to, without the Placement Agent's prior written consent, except as required by legal process or applicable law.


 


(l)                
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing,
make public its involvement with the Offering.


 


(m)             
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting
advice.


 


(n)               
Research Matters. By entering into this Agreement, the Placement Agent
does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the
Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in
no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company.
In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly
offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price
target, to the Company or inducement for the receipt of business or compensation.


 


Section 5.                 
Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)               
Accountant’s Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall
have caused to be delivered to the Placement Agent, a “comfort” letter from Semple, Marchal and Cooper, LLP (the independent
registered public accounting firm of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance
satisfactory to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings,
operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectus
or prospectus supplement, which, in the Placement Agent's sole judgment, is material and adverse and that makes it, in the Placement
Agent's sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such Prospectus.


 






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(b)               
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance
with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall
have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Shares
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or
stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information
on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness
of the placement terms and arrangements.


 


(c)               
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus, and the registration, sale and delivery of the Shares, shall have been completed or resolved in
a manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with such papers
and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(d)               
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing
Date, in the Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Change or Material Adverse Effect.


 


(e)               
Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion
of Olshan Frome Wolosky LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative
assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.


 


(f)                
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement,
the Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:


 


(i)                
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing
Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;


 


(ii)              
No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and
no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the
Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States
and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any
securities commission, securities regulatory authority or stock exchange in the United States;


 






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(iii)            
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery
of such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or
were filed with the Commission, and any Prospectus, contained all material information required to be included therein by the Securities
Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all
material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations
of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any
Prospectus, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
(provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement
Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event required
by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents
which has not been so set forth; and


 


(iv)             
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents
and any Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and
the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct
or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary,
except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto
resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary;
(e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage
(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained
which has a Material Adverse Effect.


 


(g)               
Chief Financial Officer’s Certificate. The Company shall have furnished to the Placement Agent and its counsel
on the date hereof and each Closing Date a certificate from the Chief Financial Officer of the Company, in substantially the form
heretofore approved by the Placement Agent.


 


(h)               
Bring-down Comfort Letter.  On each Closing Date, the Placement Agent shall have received from Semple,
Marchal and Cooper, LLP, or such other independent registered public accounting firm of the Company, a bringdown “comfort”
letter dated as of such Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that they reaffirm
the statements made in the letter furnished pursuant to subsection (a) of this Section 5, except that the specified
date referred to therein for the carrying out of procedures shall be no more than three business days prior to such Closing
Date.


 






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(i)                
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing.


 


(j)                
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall
have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and
warranties, or the satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent
by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section
8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 


Section 6.                 
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Shares (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits,
schedules, consents and certificates of experts), the Base Prospectus, the Final Prospectus and each Prospectus Supplement, and
all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses
incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification
or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the securities
laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,”
an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement
Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval
by the FINRA of the Placement Agent's participation in the offering and distribution of the Shares; (viii) the fees and expenses
associated with including the Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation
of the Company’s and the Placement Agent's employees on the “roadshow,” if any; and (x) all other fees,
costs and expenses referred to in Part II of the Registration Statement; provided that
the Company’s obligations to pay expenses and fees of the Placement Agent hereunder shall not exceed $50,000.


 






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Section 7.                 
Indemnification and Contribution.


 


(a) The Company
agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within
the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its
affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel
for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as
they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified
Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any Incorporated Document, any Prospectus or the Marketing Materials
or in any other materials used in connection with the offering of the Shares, or arise out of or based upon any omission or alleged
omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from,
information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use
in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered
by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions
or inactions in connection with any such advice, services or transactions; provided, however, that, in the case of clause
(ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially
determined to have resulted primarily from such Indemnified Person's (x) gross negligence or willful misconduct in connection with
any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning
the Company in connection with the offer or sale of the Shares in the Offering which were not authorized for such use by the Company
and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person
for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.


 


(b)       Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, at its option, assume the defense of any such Action including the employment of counsel reasonably
satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right
to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ
counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Company,
and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest
that prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and any
Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more
than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions, in addition to
any local counsel. The Company shall not be liable for any settlement of any Action effected without its written consent (which
shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent
(which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether
or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional
release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution may
be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.


 






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(c)       In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the
matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated
to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the
scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent
under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


(d)       The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to
have resulted primarily from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 


(e)       The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services
under or in connection with, this Agreement.


 






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Section 8.                 
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case
may be, and will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement. A successor
to a Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to
the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section 9.                 
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed
to the parties hereto as follows:


 


	If to the Placement Agent:	
        Roth Capital Partners, LLC

        888 San Clemente Drive, Suite 400

        Newport Beach, CA 92660

        Attention: General Counsel

        Email: rothecm@roth.com

         

	with a copy to:	
        DLA Piper LLP (US)

        2525 E. Camelback Road, Suite 1000

        Phoenix, Arizona 85016

        Attention: Steven D. Pidgeon, Esq.

        Email: Steven.Pidgeon@dlapiper.com

         

	If to the Company	
        Quest Resource Holding Corporation

        3481 Plano Parkway

        The Colony, Texas 75056

        Attention: Laurie L. Latham

        Email: lauriel@questrmg.com

         

	with a copy to:	
        Olshan Frome Wolosky LLP

        1325 Avenue of the Americas

        New York, New York 10019

        Attention: Kenneth A. Schlesinger, Esq.

        Email: KSchlesinger@olshanlaw.com

        Attention: Elizabeth R. Gonzalez-Sussman, Esq.

        Email: EGonzalez@olshanlaw.com



 


Any party hereto may
change the address for receipt of communications by giving written notice to the others.


 


Section 10.             
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of
the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 






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Section 11.             
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section 12.             
Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
engagement letter and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to
this engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County
of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the
New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such
suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed
by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company,
in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement
Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action
or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither the Placement
Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agent,
its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction
described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially
determined to have resulted from the bad faith, willful misconduct or gross negligence of such individuals or entities. If either
party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.


 


Section 13.             
General Provisions.


 


(a)       This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of
this Agreement.


 






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(b)       The
Company acknowledges that in connection with the offering of the Shares: (i) the Placement Agent has acted at arms length, are
not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those
duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the
Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising
from an alleged breach of fiduciary duty in connection with the offering of the Shares.


 


[The remainder of this page has been
intentionally left blank.]


 






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If the foregoing is
in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.


 


	Very truly yours,	 	 
	 	 	 	 
	QUEST RESOURCE HOLDING CORPORATION	 	 
	 	 	 	 
	 	 	 	 
	By:	                	 	 
	Name:	 	 	 
	Title:	 	 	  



 






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The foregoing Placement
Agency Agreement is hereby confirmed and accepted as of the date first above written.


 





	Roth Capital Partners, LLC	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title: