November
    12, 2019


 


PERSONAL
AND CONFIDENTIAL


 


Taronis
Technologies, Inc.


300
W. Clarendon Ave., #230


Phoenix,
AZ 85013


 


Dear
Scott:


 


This
letter will confirm the understanding and agreement (the “Agreement”) between Bradley Woods & Co. Ltd.
(“Broker”) and Taronis Technologies, Inc. (the “Company”) as follows:


 


	1.	Engagement:
                                         The Company hereby engages Broker as its agent in the private or public placement(s)
                                         of one or more classes or series of registered or unregistered securities of the Company
                                         to investors (the “Investors”). Such securities (the “Securities”)
                                         may take the form of common stock or other equity-linked securities or any combination
                                         thereof. Such placements shall be referred to as the “Transactions”.
	 	 
	2.	Broker’s
                                         Role: Broker hereby accepts the engagement described herein and, in that connection,
                                         agrees to:



 


		(a)	Review
                                         any offering documents used in connection with each Transaction (the “Offering
                                         Documents”) describing the Company and the Securities;
	 	 	 
		(b)	review
                                         with the Company the Investors to whom the Offering Documents will be provided;
	 	 	 
		(c)	assist
                                         in the preparation of other communications to be used in placing the Securities, whether
                                         in the form of letter, circular, notice or otherwise; and
	 	 	 
		(d)	assist
                                         and advise the Company with respect to the negotiation of the sale of the Securities
                                         to the Investors.



 


Bradley
Woods & Co. Ltd., 805 Third Ave, New York, NY 10022


 




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		3.	Term;
                                         Exclusivity: This non-exclusive engagement will commence on the date hereof and
                                         terminate five business days following the date on which the party receives written notice
                                         from the other party of termination of this engagement; provided that no such notice
                                         may be given by the Company for a period of 20 days after the date hereof. Upon termination
                                         of this Agreement the Company shall pay to Broker all fees earned and reimburse Broker
                                         for all reasonable expenses incurred, in accordance with Paragraphs 7 and 8 hereof, respectively.
                                         The Company agrees to pay Broker any fees specified in Paragraph 7 during the time limitations
                                         specified herein. The Company agrees that this section 3 and the provisions relating
                                         to the payment of fees, reimbursement of reasonable expenses, indemnification and contribution,
                                         confidentiality, conflicts, independent contractor and waiver of the right to trial by
                                         jury will survive any termination of this letter agreement.
	 	 	 
		4.	Best
                                         Efforts: It is understood that Broker’s involvement in a Transaction is
                                         strictly on a reasonable best efforts basis and that the consummation of a Transaction
                                         will be subject to, among other things, market conditions. It is understood that Broker’s
                                         assistance in a Transaction will be subject to the satisfactory completion of such investigation
                                         and inquiry into the affairs of the Company as Broker deems appropriate under the circumstances
                                         (such investigation hereinafter to be referred to as “Due Diligence”)
                                         and to the receipt of all internal approvals of Broker in connection with the transaction.
                                         Broker shall have the right in its sole discretion to terminate this Agreement if the
                                         outcome of the Due Diligence is not satisfactory to Broker or if approval of its internal
                                         committees is not obtained.
	 	 	 
		5.	Information:
                                         The Company shall furnish, or cause to be furnished, to Broker all information requested
                                         by Broker for the purpose of rendering services hereunder (all such information being
                                         the “Information”). In addition, the Company agrees to make available
                                         to Broker upon request from time to time the officers, directors, accountants, counsel
                                         and other advisors of the Company. The Company recognizes and confirms that Broker (a)
                                         will use and rely on the Information, including the Offering Documents, and on information
                                         available from generally recognized public sources in performing the services contemplated
                                         by this Agreement without having independently verified the same; (b) does not assume
                                         responsibility for the accuracy or completeness of the Offering Documents or the Information
                                         and such other information; and (c) will not make an appraisal of any of the assets or
                                         liabilities of the Company. Upon reasonable request, the Company will meet with Broker
                                         or its representatives to discuss all information relevant for disclosure in the Offering
                                         Documents and will cooperate in any investigation undertaken by Broker thereof, including
                                         any document included or incorporated by reference therein. Broker shall be a third
                                         party beneficiary of any representations, warranties and covenants made by the Company
                                         to any Investor in a Transaction.
	 	 	 
		6.	Related
                                         Agreement:



 


		(a)	If
                                         required by Broker, the Company shall enter into a Placement Agency Agreement with Broker
                                         that is substantially consistent with Broker’s standard form, modified as appropriate
                                         to reflect the terms of the applicable Transaction and containing such terms, covenants,
                                         conditions, representations, warranties, and providing for the delivery of legal opinions,
                                         comfort letters and officer’s certificates, all in form and substance satisfactory
                                         to Broker and its counsel.



 


Bradley
Woods & Co. Ltd., 805 Third Ave, New York, NY 10022


 




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		(b)	Unless
                                         the Transaction is an underwritten offering by Broker, in which case the Company shall
                                         enter into an underwriting agreement with Broker that is customary for such offerings,
                                         if required by the Investors, the sale of Securities to any Investor will be evidenced
                                         by a purchase agreement (“Purchase Agreement”) between the Company
                                         and such Investor in a form reasonably satisfactory to the Company and Broker. Prior
                                         to the signing of any Purchase Agreement, officers of the Company with responsibility
                                         for financial affairs will be available to answer inquiries from prospective investors.
	 	 	 
		(c)	Notwithstanding
                                         anything herein to the contrary, in the event that Broker determines that any of the
                                         terms provided for hereunder shall not comply with a FINRA rule, including but not limited
                                         to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include
                                         such revisions in the final underwriting or placement agency agreement) in writing upon
                                         the request of Broker to comply with any such rules; provided that any such amendments
                                         shall not provide for terms that are less favorable to the Company.



 


		7.	Fees:
                                         As compensation for the services to be rendered by Broker hereunder, the Company will
                                         pay Broker the following fees (“Transaction Fees”):



 


		(a)	A
                                         cash fee payable immediately upon the closing of each Transaction equal to 5% of the
                                         aggregate gross proceeds raised in such Transaction. All cash Transaction Fees shall
                                         be paid at the closing of a Transaction to the wire instructions provided by the Broker
                                         from the gross proceeds of the Securities sold.



 


		8.	Indemnification:



 


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



 


Bradley
Woods & Co. Ltd., 805 Third Ave, New York, NY 10022


 




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		(b)	Promptly
                                         after receipt by Broker of notice of any claim or the commencement of any action or proceeding
                                         with respect to which Broker is entitled to indemnity hereunder, Broker will notify the
                                         Company in writing of such claim or of the commencement of such action or proceeding,
                                         and the Company will assume the defense of such action or proceeding and will employ
                                         counsel reasonably satisfactory to Broker and will pay the fees and expenses of such
                                         counsel. Notwithstanding the preceding sentence, Broker will be entitled to employ counsel
                                         separate from counsel for the Company and from any other party in such action if counsel
                                         for Broker reasonably determines that it would be inappropriate under the applicable
                                         rules of professional responsibility for the same counsel to represent both the Company
                                         and Broker. In such event, the reasonable fees and disbursements of no more than one
                                         such separate counsel will be paid by the Company, in addition to local counsel. The
                                         Company will have the exclusive right to settle the claim or proceeding provided that
                                         the Company will not settle any such claim, action or proceeding without the prior written
                                         consent of Broker, which will not be unreasonably withheld.
	 	 	 
		(c)	The
                                         Company agrees to notify Broker promptly of the assertion against it or any other person
                                         of any claim or the commencement of any action or proceeding relating to a transaction
                                         contemplated by this engagement letter.
	 	 	 
		(d)	If
                                         for any reason the foregoing indemnity is unavailable to Broker or insufficient to hold
                                         Broker harmless, then the Company shall contribute to the amount paid or payable by Broker
                                         as a result of such losses, claims, damages or liabilities in such proportion as is appropriate
                                         to reflect not only the relative benefits received by the Company on the one hand and
                                         Broker on the other, but also the relative fault of the Company on the one hand and Broker
                                         on the other that resulted in such losses, claims, damages or liabilities, as well as
                                         any relevant equitable considerations. The amounts paid or payable by a party in respect
                                         of losses, claims, damages and liabilities referred to above shall be deemed to include
                                         any legal or other fees and expenses incurred in defending any litigation, proceeding
                                         or other action or claim. Notwithstanding the provisions hereof, Broker’s share
                                         of the liability hereunder shall not be in excess of the amount of fees actually received,
                                         or to be received, by Broker under this engagement letter (excluding any amounts received
                                         as reimbursement of expenses incurred by Broker).
	 	 	 
		(e)	These
                                         indemnification provisions shall remain in full force and effect whether or not the transaction
                                         contemplated by this engagement letter is completed and shall survive the termination
                                         of this engagement letter, and shall be in addition to any liability that the Company
                                         might otherwise have to any indemnified party under this engagement letter or otherwise.



 


Bradley Woods & Co. Ltd.,
805 Third Ave, New York, NY 10022


 




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	9.	Governing
                                         Laws: This letter agreement will be governed by and construed in accordance with
                                         the laws of the State of New York applicable to agreements made and to be fully performed
                                         therein. The Company irrevocably submits to the jurisdiction of any court of the State
                                         of New York located in the City and County of New York or in the United States District
                                         Court for the Southern District of New York for the purpose of any suit, action or other
                                         proceeding arising out of this letter agreement or our engagement hereunder.
	 	 
	 	Each
                                         of the Company and Broker hereby waives any right it may have to a trial by jury in respect
                                         of any claim brought by or on behalf of either party based upon, arising out of or in
                                         connection with this letter agreement, our engagement hereunder or the transaction contemplated
                                         hereby.
	 	 
	 	All
                                         fees and expenses payable hereunder will be payable in U.S. dollars in cash. The Company
                                         hereby irrevocably consents to the service of process in any proceeding by the mailing
                                         of copies of such process to the Company at its address set forth above.



 





	10.	Confidentiality:
                                         Except as required by law, this Agreement and the services and advice to be provided
                                         by Broker hereunder, shall not be disclosed to third parties without Broker’s prior
                                         written permission. Notwithstanding, Broker shall be permitted to advertise the services
                                         it provided in connection with each Transaction subsequent to the consummation of such
                                         Transaction. Such expense shall not be reimbursable under paragraph 7 hereof.
	 	 
	11.	No
                                         Brokers: The Company represents and warrants to Broker that there are no brokers,
                                         representatives or other persons which have an interest in compensation due to Broker
                                         from any transaction contemplated herein or which would otherwise be due any fee, commission
                                         or remuneration upon consummation of any Transaction.
	 	 
	12.	Authorization:
                                         The Company and Broker represent and warrant that each has all requisite power and authority
                                         to enter into and carry out the terms and provisions of this Agreement and the execution,
                                         delivery and performance of this Agreement does not breach or conflict with any agreement,
                                         document or instrument to which it is a party or bound.



 


Bradley
Woods & Co. Ltd., 805 Third Ave, New York, NY 10022


 




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	13.	Independent
                                         Contractor: The Company acknowledges that in performing its services, Broker
                                         is acting as an independent contractor, and not as a fiduciary, agent or otherwise, of
                                         the Company or any other person. The Company acknowledges that in performing its services
                                         hereunder, Broker shall act solely pursuant to a contractual relationship on an arm’s
                                         length basis (including in connection with determining the terms of any Transaction).
                                         Any review by Broker of the Company, the transaction contemplated hereby or other matters
                                         relating to such transactions has been and shall be performed solely for the benefit
                                         of Broker and shall not be on behalf of the Company. The Company agrees that is shall
                                         not claim that Broker owes a fiduciary duty to the Company in connection with such transaction
                                         or the process leading thereto. No one other than the Company is authorized to rely upon
                                         engagement of Broker hereunder or any statements, advice, opinions or conduct by Broker.
                                         The Company further acknowledges that Broker may perform certain of the services described
                                         herein through one or more of its affiliates and any such affiliates shall be entitled
                                         to the benefit of this Agreement. This Paragraph 13 shall survive the termination or
                                         expiration of this Agreement.
	 	 
	14.	Conflicts:
                                         The Company acknowledges that Broker and its affiliates may have and may continue to
                                         have investment banking and other relationships with parties other than the Company pursuant
                                         to which Broker may acquire information of interest to the Company. Broker shall have
                                         no obligation to disclose such information to the Company or to use such information
                                         in connection with any contemplated transaction.
	 	 
	15.	Anti-Money
                                         Laundering: To help the United States government fight the funding of terrorism
                                         and money laundering, the federal laws of the United States requires all financial institutions
                                         to obtain, verify and record information that identifies each person with whom they do
                                         business. This means we must ask you for certain identifying information, including a
                                         government-issued identification number (e.g., a U.S. taxpayer identification number)
                                         and such other information or documents that we consider appropriate to verify your identity,
                                         such as certified articles of incorporation, a government-issued business license, a
                                         partnership agreement or a trust instrument.
	 	 
	16.	Miscellaneous:
                                         This Agreement constitutes the entire understanding and agreement between the Company
                                         and Broker with respect to the subject matter hereof and supersedes all prior understanding
                                         or agreements between the parties with respect thereto, whether oral or written, express
                                         or implied. Any amendments or modifications must be executed in writing by both parties.
                                         It is understood and agreed that Broker’s services hereunder will not include providing
                                         any tax, accounting, legal or regulatory advice or developing any tax strategies for
                                         the Company. This Agreement and all rights, liabilities and obligations hereunder shall
                                         be binding upon and inure to the benefit of each party’s successors but may not
                                         be assigned without prior written approval of the other party. This Agreement may be
                                         executed in any number of counterparts, each of which shall be deemed to be an original,
                                         but such counterparts shall, together, constitute only one instrument. The descriptive
                                         headings of the Paragraphs of this Agreement are inserted for convenience only, do not
                                         constitute a part of this Agreement and shall not affect in anyway the meaning or interpretation
                                         of this Agreement.



 


*********************


 


 Bradley Woods & Co. Ltd., 805 Third Ave, New York,
NY 10022


 




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If
all the foregoing is acceptable to you, please so indicate by signing in the space provided below and returning a signed copy
of this letter to us for our records.


 


Broker
is delighted to accept this engagement and looks forward to working with you. Please confirm that the foregoing correctly set
forth our agreement by signing the enclosed duplicate of this letter in the space provided and returning it, whereupon this letter
shall constitute a binding agreement as of the date first above written.


 


	 	Very
    truly yours,
	 	 	 
	 	BRADLEY
    WOODS & CO, LTD.
	 	 	 
	 	By:
    	/s/
    Daniel Ripp
	 	Name:	Daniel Ripp
	 	Title:	President


 


	ACCEPTED AND AGREED TO	 
	AS OF THE ABOVE DATE:	 
	 	 	 
	TARONIS TECHNOLOGIES, INC.	 
	 	 	 
	BY:	/s
    /Tyler B. Wilson	 
	Name:	Tyler
    B. Wilson, Esq.	
	Title:	CFO & General
    Counsel	


 


Bradley
Woods & Co. Ltd., 805 Third Ave, New York, NY 10022


 




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