PLACEMENT AGENCY AGREEMENT


 


March 8, 2017


 


Taglich Brothers, Inc.


790 New York Avenue, Suite 209


Huntington, New York 11743


Attn: Robert Schroeder, Vice President Investment Banking


 


Ladies and Gentlemen:


 


Introduction. Subject to the terms
and conditions herein (this “Agreement”), Air Industries Group, a Nevada corporation (the “Company”),
hereby agrees to offer and sell up to an aggregate of $1,250,000 principal amount of the Company’s Subordinated Convertible
Notes due January 31, 2019 (the “Notes”), together with five-year warrants to
purchase 7,692 shares of Common Stock for each $100,000 principal amount of Notes purchased (the “Offering”),
directly to various investors (each, an “Investor” and, collectively, the “Investors”)
through Taglich Brothers, Inc. (“Taglich Brothers”), as the exclusive placement agent (the “Placement
Agent”). The Offering will commence March 8, 2017, and terminate on the close of business on March 31, 2017 (the “Initial
Offering Period”), which period may be extended by the Company for up to an additional 10 days (this additional period
and the Initial Offering Period shall be referred to as the “Offering Period”). The
Company may hold a closing at any time during the Offering Period (each, a “Closing” and the first of which
is referred to as the “First Closing”). At such Closings, the Company may sell up to a maximum of $1,250,000
in Notes in the aggregate (the “Maximum Amount”).


 


The Notes are convertible,
at the option of the Investor, into shares of the Company’s common stock, $0.001 par value per share (the "Common
Stock”), at an initial conversion price of $3.25 per share, subject to certain adjustments in accordance with the provisions
of the Notes, except that for Investors who are officers, directors or otherwise deemed to be affiliates of the Company under the
rules of the NYSE MKT (each, an “Affiliate”), the initial conversion price of the Notes shall be the higher
of $3.25 and the closing price of the Company’s Common Stock as of the market close immediately prior to the closing of that
Affiliate’s purchase of the Notes.


 


The exercise price
of the Warrants shall be an amount equal to the closing price of the Company’s Common Stock as of the market close immediately
prior to the closing, subject to certain adjustments in accordance with the terms of the Warrant. The Company will enter into subscription
agreements with the Investors for the purchase of the Notes (the “Subscription Agreements”). The Placement Agent
may retain other brokers or dealers to act as co-placement agents, sub-agents or selected-dealers on its behalf in connection with
the Offering. The Notes, Warrants, and the Common Stock issuable upon conversion of the Notes (the “Conversion Shares”)
and upon exercise of the Warrants (the “Warrant Shares”) are sometimes referred to collectively in this Agreement
as the “Securities.”


 


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 Notes with the terms of 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 Notes, 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 Notes 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 the Notes and the Company shall have the sole right to accept offers
to purchase the Notes 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 Notes shall be made at one or more closings. As compensation for services rendered,
on the date of each Closing (each, a “Closing Date”), the Company shall pay to the Placement Agent the fees
and expenses set forth below:


 






    


    


    

 


(i)          
A cash fee (the “Cash Fee”) equal to 8% of the gross proceeds received by the Company from the sale of
the Notes at each Closing of the Offering, payable at the Company’s option, in cash or additional
convertible notes and warrants having the same terms and conditions as the Notes and Warrants.


 


(ii)        
For an aggregate purchase price of $50, such number of Common Stock purchase warrants (the “Placement Agent Warrants”)
shall be issued to the Placement Agent or its designees at each Closing to purchase a number of shares of Common Stock equal to
10% of the aggregate number of the shares of Common Stock issuable upon immediate conversion of the Notes sold at such Closing.
The Placement Agent Warrants shall be in a customary form reasonably acceptable to the Placement Agent and shall have an exercise
price equal to closing price of the Company’s Common Stock as of the market close immediately prior to the closing and an
expiration date of January 31, 2022.


 


(b)         
The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that either the Company or the Placement Agent 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, 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”).


 






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Section 2.           
Representations, Warranties and Covenants of the Company. 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)         
Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”)
are set forth in the SEC Reports. 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.


 


(b)         
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, could not have or reasonably be expected to 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, prospects or condition (financial or otherwise)
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 Subscription Agreements (any of (i), (ii)
or (iii), a “Material Adverse Effect”) and no 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.


 


(c)         
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 Subscription Agreements 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 under the Subscription Agreements 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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(d)         
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Subscription Agreements, the issuance and sale of the Notes and Warrants 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, or (ii)
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 (iii)
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) and (iii), such as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


(e)         
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 Subscription
Agreements, other than: (i) the consent of PNC Bank, National Association, as the Company’s senior lender, under the Amended
and Restated Revolving Credit, Term Loan and Security Agreement, as amended (the “Loan Agreement”) (ii) the filing
of Form D with the Unites States Securities and Exchange Commission (“Commission”), (iii) the filing with the
Commission pursuant to Section 4(a); (iv) application(s) to the NYSE MKT (the “Trading Market”) for the listing
of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (v) such filings as
are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)          
Issuance of the Securities; Registration. The Notes and Warrants have been duly authorized, and when issued in accordance
with the terms set forth in the Purchase Agreement, will be duly and validly issued, and constitute legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms. The shares of Common Stock issuable upon conversion
of the Notes and upon exercise of the Warrants have been duly authorized, and when issued in accordance with the terms thereof,
will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than
restrictions on transfer provided for in this Agreement and the Subscription Agreements. The Company has reserved from its duly
authorized capital stock a sufficient number of shares of Common Stock for issuance upon conversion of the Notes and upon the exercise
of the Warrants.


 






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(g)         
Capitalization. The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued
any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company
or the Subsidiaries which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation,
any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”)
outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this
Agreement and the transactions contemplated pursuant to the Subscription Agreements. Except as set forth in the SEC Reports, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common
Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or
any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investors and the Placement Agent)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any
stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding
shares of capital stock of the Company are duly authorized. All of the outstanding shares of capital stock of the Company are validly
issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale
of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


 


(h)         
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, 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 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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(i)          
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by the Subscription Agreements or disclosed in the SEC Reports,
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets
or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation
is made.


 


(j)          
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the
knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of this Agreement, any of the Subscription Agreements, or the Securities or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the
Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)         
Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to
any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. Except as disclosed
in the SEC Reports, none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such
employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party
to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees
are good. No executive officer of the Company or any Subsidiary, to the knowledge of the Company, is, or is now expected to be,
in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the
continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 






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(l)          
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), other than such matters as have been waived
by PNC Bank, (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 as could not have or reasonably be expected to result
in a Material Adverse Effect.


 


(m)       
Environmental Laws.The Company and its Subsidiaries (i) are in compliance with all federal, state, local and
foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater,
land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into
the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such
permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect


 


(n)         
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as
described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice
of proceedings relating to the revocation or modification of any Material Permit.


 


(o)         
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property
owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for Liens that are set forth in the SEC Reports and for
Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to
be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, for which
appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid,
subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 






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(p)         
Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in
the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that
any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be
abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the
date of the latest audited financial statements included within the SEC Reports, a notice (written or otherwise) of a claim or
otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as
would not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(q)         
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has
any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(r)          
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, 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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(s)          
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable
rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.
The Company and the Subsidiaries maintain a system of 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, and (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. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to
ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s
certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and
the Subsidiaries as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under
the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over
financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected,
or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(t)          
Certain Fees. Except as set forth herein, no brokerage or finder’s fees or commissions are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by this Agreement and the Subscription Agreements. 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 Subscription Agreements.


 


(u)          Investment Company. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business
in a manner so that it will not become an “investment company” subject to registration under the Investment
Company Act of 1940, as amended.


 


(v)         
Registration Rights. Except as disclosed in the SEC Reports, no Person has any right to cause the Company or any
Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(w)  
      Listing and Maintenance Requirements. The Common Stock is registered pursuant to
Section 12(b) 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.


 






    9


    


    

 


(x)         
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 Subscription
Agreements, including without limitation as a result of the Company’s issuance of the Securities and the Investors’
ownership of the Securities.


 


(y)        
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement
and the Subscription Agreements, 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 Subscription Agreements. 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 Disclosure Schedules to this Agreement, 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.


 


(z)         
No Integrated Offering. Except for $1,200,000 principal amount Notes issued and sold to accredited investors in a
private placement in February 2017, together with warrants to purchase common stock, for which Taglich Brothers acted as the Company’s
placement agent, 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 Notes 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.


 


(aa) 
      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 Notes hereunder,
(i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in
respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature,
(ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as
proposed to be 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 (iii) 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 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 SEC Reports sets forth 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 $500,000 (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 $500,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor
any Subsidiary is in default with respect to any Indebtedness.


 






    10


    


    

 


(bb)  
    Tax Status. Except for matters that would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries (i) has made or filed all
United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside
on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such
claim.


 


(cc)       
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(dd)      
Accountants. The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of
the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act. Such accounting firm
expressed its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year
ended December 31, 2015.


 


(ee)       
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 Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, 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 Securities.


 






    11


    


    

 


(ff)         
Office of Foreign Assets Control. Neither the Company nor any Subsidiary, to the Company's knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(gg)      
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.


 


(hh)      
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.


 


(ii)        
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in
compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the
“Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the
Company, threatened.


 


(jj)        
Certificates. Any certificate signed by an officer of the Company and delivered to 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.


 


(kk)      
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.


 


(ll)        
Private Placement. No registration under the Securities Act is required for the offer and sale of the Notes and Warrants
by the Company to the Investors pursuant to the Subscription Agreements. The issuance and sale of the Notes and Warrants pursuant
to the Subscription Agreements, and the issuance of the Conversion Shares in accordance with the terms of the Notes and the issuance
of the Warrant Shares in accordance with the terms of the Warrants does not contravene the rules and regulations of the Trading
Market.


 


(mm)   
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any
of the Notes by any form of general solicitation or general advertising. The Company has offered the Notes and Warrants for sale
only to the Investors and certain other “accredited investors” within the meaning of Rule 501 under the Securities
Act.


 






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(nn)     
No Disqualification Events.  With respect to the Notes and Warrants to be offered and sold pursuant to the Subscription
Agreements in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of
20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each,
an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors a copy of any disclosures provided
thereunder.


 


(oo)     
Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person that has been or will
be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Notes.


 


(pp)     
Notice of Disqualification Events. The Company will notify the Placement Agent in writing, prior to the Closing Date
of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time,
become a Disqualification Event relating to any Issuer Covered Person.


 


Section 3.           
Delivery and Payment. Each Closing shall occur at the offices of Eaton & Van Winkle LLP (“Company Counsel”),
3 Park Avenue, 16th floor, New York, New York 10016 (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 Notes
sold on such Closing Date shall be made by Federal Funds wire transfer to the Company against delivery of such Notes and Warrants
or as otherwise set forth in the Subscription Agreements, and such Notes and Warrants 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 Notes, if any, shall be made at the offices of Company Counsel. All actions taken at a Closing
shall be deemed to have occurred simultaneously.


 


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


 


(a)         
Securities Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including this Agreement,
the form of Notes and form of Warrants as exhibits thereto, with the Commission within the time required by the Exchange Act.


 


(b)         
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under
Regulation D and to provide a copy thereof upon request of the Placement Agent. The Company shall take such action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Investors
under applicable securities or “Blue Sky” laws of the states of the United States and shall provide evidence of such
actions upon request of the Placement Agent.


 






    13


    


    

 


(c)         
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Notes in
a manner that would require the registration under the Securities Act of the sale of the Notes or that would be integrated with
the offer or sale of the Notes for purposes of the rules and regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent
transaction.


 


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


 


(e)         
Use of Proceeds. The Company shall use the net proceeds from the sale of the Notes pursuant to the Subscription Agreements
for working capital purposes, including the payment of bank debt and payment of trade payables, and shall not use such proceeds:
(a) for the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or
(c) in violation of FCPA or OFAC regulations.


 


(f)          
Periodic Reporting Obligations. While any of the Securities remain outstanding, 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.


 


(g)         
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.


 


(h)         
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.


 


(i)          
Acknowledgment. The Company acknowledges that any advice given by each of 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.


 


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


 






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(k)         
Confidentiality. The Company acknowledges that this Agreement and all opinions and advice (whether written or oral)
given by the Placement Agent to the Company in connection with the Placement Agent’s engagement are intended solely for the
benefit and use of the Company. The Company further acknowledges that neither the terms of this Agreement nor any of the Placement
Agent’s opinions or financial advice will be disclosed to any third party (other than the Company’s officers, directors,
employees and advisors), without the prior written consent of the Placement Agent, except as required by law, regulation, legal
or regulatory process, or any order or other action of a court or administrative agency of competent jurisdiction. The Placement
Agent agrees that any non-public information relating to the Company or any potential investor received by the Placement Agent
from or at the direction of the Company will be used by the Placement Agent solely for the purpose of performing its roles contemplated
hereunder and that the Placement Agent will maintain the confidentiality thereof. Notwithstanding the foregoing, the Placement
Agent may disclose confidential information hereunder (i) to such of its employees and advisors as the Placement Agent determines
have a need to know and who are bound to hold such information confidential, and (ii) to the extent necessary to comply with any
order or other action of a court or administrative agency of competent jurisdiction.


 


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


 


(m)         No Partnership. The Company is a sophisticated business enterprise that has retained the Placement
Agent for the limited purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights
and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary obligations on the other by
virtue of the engagement contemplated by this Agreement.


 


(n)         
Research Matters. By entering into this Agreement, the Placement Agent
do 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)         
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Transaction
Documents, and the sale and delivery of the Notes, shall have been completed or resolved in a manner reasonably satisfactory to
the Investors and the Placement Agent, and the Placement Agent shall have been furnished with such papers and information as it
may reasonably have requested to enable it to pass upon the matters referred to in this Section 5.


 


(b)         
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.


 






    15


    


    

 


(c)         
Officers’ Certificate. The Placement Agent shall have received on each Closing Date, other than the date hereof,
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 each Placement Agent shall be satisfied that, the signers of such certificate have reviewed
this Agreement and the Subscription Agreements 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; and


 


(ii)          
Subsequent to the respective dates as of which information is given in the SEC Reports and the Subscription Agreements,
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.


 


(d)         
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.


 


(e)         
Additional Documents. On or before each Closing Date, the Placement Agent shall have received such information and
documents as the Placement Agent may reasonably require for the purposes of enabling it to pass upon the issuance and sale of the
Notes 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 Securities (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 Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) the fees and expenses associated with including
the Securities on the Trading Market; and (vi) all costs and expenses incident to the travel and accommodation of the Company’s
employees on the “roadshow,” if any.


 






    16


    


    

 


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, their 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 any SEC Report or Transaction Document or by 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 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 solely 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 Notes 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, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to such 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.


 






    17


    


    

 


(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 Agents 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.


 


(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 solely 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.


 


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 partners, officers or directors or any controlling person, as the case may be,
and will survive delivery of and payment for the Notes sold hereunder and any termination of this Agreement. A successor to the
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.


 






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


 


If to the Placement Agent:


 


Taglich Brothers, Inc.


790 New York Avenue


Huntington, NY 11743


Facsimile: 631 757 2100


Attention: Michael Taglich


 


If to the Company:


 


360 Motor Parkway, Suite 100


Hauppauge, New York 11788


Facsimile: 631 206 9152


Attention: Michael Recca, CFO


 


With a copy to: 


 


Eaton & Van Winkle LLP


3 Park Avenue, 16th Floor


New York, New York 10016


Facsimile: (212) 779-9928


Attention: Vincent J. McGill


E-mail: vmcgill@evw.com


 


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


 






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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.


 


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 Agents 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 their 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 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 Notes: (i) the Placement Agent has acted at arms’ length,
is not an agent of, and owes 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 Notes.


 


[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,


 


AIR INDUSTRIES
GROUP 


a Nevada corporation


 


By:
/s/ Michael Recca

Michael Recca


Chief Financial Officer





 


 





 


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


 





	TAGLICH BROTHERS, INC.


 


By: /s/ Robert Schroeder 


Robert Schroeder

Vice President, Investment Banking