Form
of SPA




 


SECURITIES
PURCHASE AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2019, by and among Taronis Technologies,
Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto
(individually, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A.
The Company and the Buyers desire to enter into this transaction to purchase the Common Shares (as defined below), Preferred Shares
(as defined below) and Warrants (as defined below) pursuant to the Registration Statement (as defined below) which is currently
effective, has at least $92,000,000 of initial offering price of unallocated securities available for sale as of the date hereof
and has been declared effective in accordance with the Securities Act of 1933, as amended (the “1933 Act”),
by the United States Securities and Exchange Commission (the “SEC”).


 


B.
The Company has authorized (i) that aggregate number of shares of the Company’s shares of common stock, par value $0.001
per share (the “Common Stock”), set forth opposite such Buyer’s name in column (3) of the Schedule of
Buyers attached hereto (which aggregate number for all Buyers together shall be 2,097,496 shares of Common Stock and shall collectively
be referred to herein as the “Common Shares”), (ii) a new series of convertible preferred stock of the Company
designated as Series G Convertible Preferred Stock (together with any convertible preferred shares issued in replacement thereof
in accordance with the terms thereof, the “Preferred Shares”), the terms of which are set forth in the certificate
of designations for such series of preferred stock, in the form attached hereto as Exhibit A (the “Certificate
of Designations”), which Preferred Shares shall be convertible into Common Stock, in accordance with the terms of the
Certificate of Designations (all shares of Common Stock issued or issuable pursuant to the terms of the Certificate of Designations,
including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), which
Conversion Shares shall be issued pursuant to the Registration Statement or, if such Registration Statement is not available at
the time of issuance of such Conversion Shares, as securities exempt from registration pursuant to Section 3(a)(9) of the 1933
Act and (iii) warrants, in the form attached hereto as Exhibit B (the “Warrants”), which Warrants shall
be exercisable into shares of Common Stock (such shares issuable upon exercise of the Warrants, collectively, the “Warrant
Shares”).


 


C.
The Common Shares, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred
to herein as the “Securities.”


 







    	 	 	 



    	 



    




 


NOW,
THEREFORE, the Company and each Buyer hereby agree as follows:


 


1.
PURCHASE AND SALE OF COMMON SHARES, PREFERRED SHARES AND WARRANTS.


 


(a)
Purchase of Common Shares, Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer, severally, but not jointly, agrees
to purchase from the Company on the Closing Date (as defined below), (i) that aggregate number of Common Shares as is set forth
opposite such Buyer’s name in column (3) of the Schedule of Buyers attached hereto, (ii) that aggregate number of Preferred
Shares as is forth opposite such Buyer’s name in column (4) of the Schedule of Buyers attached hereto, and (iii) Warrants
representing the right to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s name in column
(5) of the Schedule of Buyers attached hereto (the “Closing”).


 


(b)
Purchase Price. The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants shall be such
amount as set forth opposite such Buyer’s name in column (6) of the schedule of Buyers attached hereto (less, in the case
of Empery Debt Opportunity Fund, LP (the “Lead Investor”), any amounts withheld pursuant to Section 4(f)) (the
“Purchase Price”). Each Buyer shall pay $850 for each Preferred Share and related Common Shares and Warrants
to be purchased by such Buyer at the Closing.


 


(c)
Closing Date. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City
time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification
of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Schulte Roth
& Zabel LLP, 919 Third Avenue, New York, New York 10022. The Closing may also be undertaken remotely by electronic transfer
of Closing documentation.


 


(d)
Form of Payment. On the Closing Date, (i) each Buyer shall acquire the Common Shares, the Preferred Shares and the Warrants
by paying its respective Purchase Price (less, in the case of the Lead Investor, any amounts withheld pursuant to Section 4(f))
to the Company by wire transfer of immediately available funds in accordance with the Wire Instructions (as defined below) and
(ii) the Company shall deliver to each Buyer: (x) via The Depository Trust Company Deposit / Withdrawal at Custodian system (“DWAC”),
the number of Common Shares as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyer attached hereto
pursuant to DWAC instructions delivered by such Buyer in writing to the Company, (y) the Preferred Shares (allocated in the amounts
as such Buyer shall request) as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyer attached
hereto, duly executed on behalf of the Company and registered in the name of such Buyer or its designee and (z) the Warrants (allocated
in the principal amounts as such Buyer shall request) which such Buyer is then purchasing hereunder pursuant to which such Buyer
shall have the right to acquire such number of Warrant Shares as is set forth opposite such Buyer’s name in column (5) of
the Schedule of Buyers attached hereto, duly executed on behalf of the Company and registered in the name of such Buyer or its
designee.


 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and
not jointly, represents and warrants with respect to only itself that, as of the date hereof and as of the Closing Date:


 


(a)
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer
and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with
its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.


 




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(b)
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer
of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of such Buyer to perform its obligations hereunder.


 


(c)
No Short Selling. Each Buyer represents and warrants to the Company that at no time from the time that such Buyer was notified
as to the transactions contemplated by this Agreement has such Buyer, its agents, representatives or affiliates engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule
200 of Regulation SHO of the 1934 Act) of the Company’s Common Stock or (ii) hedging transaction, which establishes a net
short position with respect to the Company’s Common Stock. Each Buyer covenants and agrees that from the date here through
the Closing, that such Buyer will not take any of the actions set forth in the prior sentence.


 


The
Company acknowledges and agrees that each Buyer does not make or has not made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in this Section 2.


 3.
                                         REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
                                         The Company represents and warrants to each of the Buyers that, as of the date
                                         hereof and as of the Closing Date:


 


(a)
Shelf Registration Statement.


 


(i)
The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations
thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on
Form S-3 (No. 333-230854), which became effective on April 24, 2019, including a base prospectus (the “Base Prospectus”)
relating to Common Stock, preferred stock, warrants, rights or units of the Company that may be sold from time to time by the
Company, in accordance with Rule 415 of the 1933 Act, and such amendments, including post-effective amendments, thereof as may
have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement
means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be
part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information
(if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and
deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term
“Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement used
or filed with the SEC pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus” means the Base
Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including,
without limitation, the final prospectus supplement (the “Prospectus Supplement”), filed pursuant to and within
the limits described in Rule 424(b) with the SEC in connection with the proposed sale of the Securities contemplated by this Agreement
through the date of such Prospectus Supplement. Unless otherwise stated herein, any reference herein to the Registration Statement,
any Preliminary Prospectus, the Statutory Prospectus (as defined below) and the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed
under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are
so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed
to refer to and include any such document filed or to be filed under the 1934 Act after the date of the Registration Statement,
any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein
by reference.



 




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(ii)
The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. As of the date of this Agreement,
the Company is eligible to use Form S-3 under the 1933 Act and it meets the transaction requirements with respect to the aggregate
market value of securities being sold pursuant to this offering in accordance with General Instruction I.B.1 of Form S-3. The
Company filed with the SEC the Registration Statement on such Form S-3, including a Base Prospectus, for registration under the
1933 Act of the offering and sale of the Securities, and the Company has prepared and used a Preliminary Prospectus in connection
with the offer and sale of the Securities. When the Registration Statement or any amendment thereof or supplement thereto was
or is declared effective and as of the date of the most recent amendment to the Registration Statement, it (i) complied or will
comply, in all material respects, with the requirements of the 1933 Act and the Rules and Regulations and the 1934 Act and the
rules and regulations of the SEC thereunder and (ii) did not or will not, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.
When any Preliminary Prospectus or Prospectus was first filed with the SEC (whether filed as part of the Registration Statement
or any amendment thereto or pursuant to Rule 424 of the Rules) and when any amendment thereof or supplement thereto was first
filed with the SEC, such Preliminary Prospectus or Prospectus as amended or supplemented complied in all material respects with
the applicable provisions of the 1933 Act and the Rules and Regulations and did not or will not, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein not misleading. Notwithstanding the forgoing, the Company makes no representations or warranties as to information contained
in or omitted from any Preliminary Prospectus or Prospectus, in reliance upon, and in conformity with, written information furnished
to the Company by or on behalf of the Buyers, specifically for use therein.


 




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(b)
Prospectus. As of the Applicable Time (as defined below) and as of the Closing Date, neither (x) the General Use Free Writing
Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus, all considered together
(collectively, the “General Disclosure Package”), nor (y) any individual Limited Use Free Writing Prospectus
(as defined below), when considered together with the General Disclosure Package, included, includes or will include any untrue
statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere
in this Agreement:


 


(i)
“Applicable Time” means 9:00 AM (New York time) on the date of this Agreement or such other time as agreed
to by the Company and the Buyers.


 


(ii)
“Statutory Prospectus” as of any time means the Preliminary Prospectus included in the Registration Statement
immediately prior to that time.


 


(iii)
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule
433 under the 1933 Act, relating to the Securities in the form filed or required to be filed with the SEC or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the 1933 Act.


 


(iv)
“General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule
I hereto.


 


(v)
“Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Free
Writing Prospectus.


 


(c)
Organization. The Company has been duly organized and is validly existing as a corporation in good standing under the laws
of the State of Delaware, with corporate power and authority to own or lease its properties and conduct its business as described
in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has no subsidiaries (which for purposes
of this Agreement means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity
or similar interest) other than as set forth on Schedule 3(c) hereto (collectively, the “Subsidiaries”).
Each of the Subsidiaries has been duly organized and is validly existing as an entity in good standing under the laws of the jurisdiction
of its organization, with corporate power and authority to own or lease its properties and conduct its business as described in
the Registration Statement, the General Disclosure Package and the Prospectus. The Subsidiaries are the only subsidiaries, direct
or indirect, of the Company. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions
in which the conduct of their business requires such qualification, except where the failure to be so qualified would not reasonably
be expected to result in any material adverse effect on, or any development that would reasonably be expected to result in a material
adverse effect, in or affecting (i) the business, properties, assets, liabilities, operations, results of operations, condition
(financial or otherwise) or prospects of the Company and of the Subsidiaries, individually or taken as a whole, whether or not
occurring in the ordinary course of business, or (ii) on the transactions contemplated hereby or the other Transaction Documents
(as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or (iii) on the
authority or ability of the Company to perform its obligations under the Transaction Documents or (iv) on the legality, validity,
binding effect or enforceability of any of the Transaction Documents (collectively a “Material Adverse Effect”).
The outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid
and non-assessable and are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and
claims, except as described in the Registration Statement; and no options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the
Subsidiaries are outstanding.


 




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(d)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions
(as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into
by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction
Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery
of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Common Shares, the Preferred Shares and the Warrants, the reservation for issuance
and the issuance of the Conversion Shares issuable pursuant to the terms of the Certificate of Designations, and the reservation
for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s
Board of Directors, and no further filing, consent, or authorization is required by the Company’s Board of Directors or
its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies. The Certificate of Designations has been filed with the Secretary of State of the State of Delaware and is in full
force and effect, enforceable against the Company in accordance with its terms and has not been amended.


 


(e)
Issuance of Securities. The outstanding shares of Common Stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable; the Securities to be issued and sold by the Company have been duly authorized and when
issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents will be free from all taxes,
liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable; and no preemptive rights of
stockholders exist with respect to any of the Securities or the issue and sale thereof. As of the Closing, a number of shares
of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserve
Amount”) the sum of (i) 100% of the maximum number of shares of Common Stock necessary to effect the conversion at the
Conversion Rate (as defined in the Certificate of Designations) (without regard to any limitations herein on any such conversion)
with respect to the Conversion Amount (as defined in the Certificate of Designations) of each Preferred Share and (ii) 100% of
the maximum number of Warrant Shares issuable upon exercise of the Warrants, each as of the Trading Day (as defined in the Warrants)
immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the
Warrants set forth in the Warrants). As of the date hereof, there are 169,795,935 shares of Common Stock authorized and unissued.
Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement
gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares
of Common Stock. Upon issuance pursuant to the terms of the Certificate of Designations or exercise in accordance with the Warrants,
as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable
and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.


 




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(f)
Equity Capitalization. As of the date hereof and as of the Closing Date, the Company has or will have, as the case may
be, an authorized, issued and outstanding capitalization as is set forth in the Registration Statement and the Prospectus (subject,
in each case, to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in
the Registration Statement and the Prospectus and the grant or issuance of options or shares under existing equity compensation
plans or stock purchase plans described in the Registration Statement or the Prospectus), and such authorized capital stock conforms
to the description thereof set forth in the Registration Statement and the Prospectus. All of the Securities conform to the description
thereof contained in the Registration Statement and the Prospectus. The form of certificates for the Common Shares, the Preferred
Shares, the Conversion Shares, the Warrants and the Warrant Shares, as applicable, will conform to the corporate law of the jurisdiction
of the Company’s incorporation. As of the date hereof, the authorized capital stock of the Company consists of (1) 190,000,000
shares of Common Stock, of which as of the date hereof, 20,204,065 shares are issued and outstanding, no shares are reserved for
issuance pursuant to the Company’s stock option and purchase plans and 2,568,940 shares are reserved for issuance pursuant
to securities (other than the aforementioned Preferred Shares and Warrants) exercisable or exchangeable for, or convertible into,
Common Stock, (2) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding as
of the date hereof and (3) there are 1,433,376 shares of Common Stock held by non-affiliates of the Company. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed on Schedule
3(f) hereto, (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock
of the Company or any of its Subsidiaries; (iii) there are no material outstanding debt securities, notes, credit agreements,
credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in the Certificate of Designations)
of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there
are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection
with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vi) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound
to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company and its Subsidiaries
have no liabilities or obligations required to be disclosed in the SEC Documents (as defined in Section 3(ww)) but not so disclosed
in the SEC Documents, other than those incurred in the ordinary course of the Company’s or any of its Subsidiary’s
respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. Schedule
3(f) set forth the material terms of any outstanding warrants of the Company, including, without limitation, the exercise
price, put rights or other special features and expiration date thereof.


 




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(g)
Disclosure.


 


(i)
The SEC has not issued an order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus
or the Prospectus relating to the proposed offering of the Securities, and no proceeding for that purpose or pursuant to Section
8A of the 1933 Act has been instituted or, to the Company’s knowledge, threatened by the SEC. The Registration Statement
conforms, and the Prospectus and any amendments or supplements thereto will conform to the requirements of the 1933 Act and the
Rules and Regulations. The documents incorporated, or to be incorporated, by reference in the Prospectus, at the time filed with
the SEC conformed in all material respects, or will conform in all respects, to the requirements of the 1934 Act, or the 1933
Act, as applicable, and the Rules and Regulations. The Registration Statement and any amendments and supplements thereto do not
contain, and on the Closing Date will not contain, any untrue statement of a material fact and do not omit, and on the Closing
Date will not omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Prospectus and any amendments and supplements thereto do not contain, and on the Closing Date will not contain, any untrue
statement of a material fact; and do not omit, and on the Closing Date will not omit, to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(ii)
Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer
and sale of the Securities or until any earlier date that the Company notified or notifies the Buyers as described in the next
sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein that has not
been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light
of the circumstances, not misleading, the Company has notified or will notify promptly the Buyers so that any use of such Issuer
Free Writing Prospectus may cease until it is amended or supplemented.


 




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(iii)
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents
or counsel with any information that constitutes or would reasonably be expected to constitute material, nonpublic information
concerning the Company or any of its Subsidiaries that will not be included in the 8-K Filing (as defined in Section 4(j)). The
Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions
in securities of the Company. All disclosure provided to the Buyers regarding the Company or any of its Subsidiaries, their business
and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company
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 the light of the circumstances under which they were made, not misleading. All of the written information furnished
after the date hereof by or on behalf of the Company or any of its Subsidiaries to the Buyers pursuant to or in connection with
this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of
the date on which such information is so provided and will 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 the light of the circumstances under which they are
made, not misleading. Except as set forth on Schedule 3(g), each press release issued by the Company or any of its Subsidiaries
during the twelve (12) months preceding the date hereof did not at the time of release contain any untrue statement of material
fact or omit to state a material fact required to be stated therein or necessary in order to make such statements therein, in
the light of the circumstances in which they were made, not misleading. No event or circumstance has occurred or information exists
with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations
(including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires
public disclosure at or prior to the date hereof or announcement by the Company but which has not been so publicly announced or
disclosed. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any government or any department or agency thereof.


 


(h)
Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering material
in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus, any Issuer Free
Writing Prospectus and other materials, if any, permitted under the 1933 Act. The Company will file with the SEC all Issuer Free
Writing Prospectuses in the time required under Rule 433(d) under the 1933 Act. The Company has satisfied or will satisfy the
conditions in Rule 433 under the 1933 Act to avoid a requirement to file with the SEC any electronic road show.


 


(i)
Ineligible Issuer Status. At the time of filing the Registration Statement and as of the date hereof, the Company was not
and is not an “ineligible issuer” (as defined in Rule 405 under the 1933 Act, without taking into account any determination
by the SEC pursuant to Rule 405 under the 1933 Act that it is not necessary that the Company be considered an ineligible issuer),
including, without limitation, for purposes of Rules 164 and 433 under the 1933 Act with respect to the offering of the Securities
as contemplated by the Registration Statement.


 




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(j)
Financial Statements. The consolidated financial statements of the Company and the Subsidiaries, together with related
notes and schedules as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and
the Prospectus, present fairly in all material respects the financial position of the Company and the consolidated Subsidiaries
and the results of operations and cash flows of the Company and the consolidated Subsidiaries, at the indicated dates and for
the indicated periods. Such consolidated financial statements and related schedules have been prepared in accordance with United
States generally accepted accounting principles consistently applied throughout the periods involved (“GAAP”),
except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made.
The summary and selected consolidated financial and statistical data included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus presents fairly in all material respects the information shown therein,
at the indicated dates and for the indicated periods, and such data has been compiled on a basis consistent with the financial
statements presented therein and the books and records of the Company. All disclosures, if any, contained in the Registration
Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term
is defined by the Rules and Regulations) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation
S-K under the 1933 Act, to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning
of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the
Registration Statement, the General Disclosure Package or the Prospectus that are not included as required.


 


(k)
Accountants. Marcum LLP, who has certified certain of the financial statements filed with the SEC as part of, or incorporated
by reference in, the Registration Statement, the General Disclosure Package and the Prospectus, has represented to the Company
that it is an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning
of the 1933 Act and the applicable Rules and Regulations and the Public Company Accounting Oversight Board (United States).


 


(l)
Weaknesses or Changes in Internal Accounting Controls. Except as set forth on Schedule 3(l), neither the Company
nor any of the Subsidiaries is aware of (i) any material weakness in its internal control over financial reporting or (ii) change
in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.


 


(m)
Sarbanes-Oxley. Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated
by the SEC and The Nasdaq Capital Market (the “Principal Market”), if applicable, thereunder (collectively,
the “Sarbanes-Oxley Act”) has been applicable to the Company, there is and has been no failure on the part
of the Company to comply in all respects with any provision of the Sarbanes-Oxley Act. The Company has taken all necessary actions
to ensure that it is in compliance in all respects with all provisions of the Sarbanes-Oxley Act that are in effect with respect
to which the Company is required to comply and is actively taking steps to ensure that it will be in compliance with the other
provisions of the Sarbanes-Oxley Act which will become applicable to the Company.


 




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(n)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market,
any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries
or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such, except as set forth in Schedule 3(n). The matters set forth in Schedule 3(n) would
not reasonably be expected to have a Material Adverse Effect.


 


(o)
Title. The Company and the Subsidiaries have good and marketable title to all of the material properties and assets reflected
in the consolidated financial statements hereinabove described or described in the Registration Statement, the General Disclosure
Package and the Prospectus, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those reflected in
such financial statements or described in the Registration Statement, the General Disclosure Package and the Prospectus or which
are not material in amount or would not materially interfere with the use to be made of such properties or assets. The Company
and the Subsidiaries occupy their leased properties under valid and binding leases conforming in all material respects to the
description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus.


 


(p)
Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all 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 and its Subsidiaries know of no basis for any such claim.


 


(q)
Absence of Certain Changes. Except as disclosed in Schedule 3(q), since December 31, 2018, neither the Company nor
any of its Subsidiaries has, (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess
of $100,000 or (iii) had capital expenditures, individually or in the aggregate, in excess of $100,000. The Company and the Subsidiaries
have no material contingent obligations which are not disclosed in the Company’s consolidated financial statements which
are included in the Registration Statement, the General Disclosure Package and the Prospectus. Neither
the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company
have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual
knowledge of any fact that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a
consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at
the Closing, will not be Insolvent (as defined below). For purposes of this Agreement, (x) “Insolvent” means,
with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required
to pay such Person’s total Indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it
will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital
with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 




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(r)
No Conflicts. Neither the Company nor any of the Subsidiaries is, or with the giving of notice or lapse of time or both,
will be after giving effect to the execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities),
(i) in violation of its certificate of incorporation, bylaws, any certificate of designations or other organizational documents
or (ii) in violation of or in default (or an event which with notice or lapse of time or both would become a default) in any respect
under, or give to others any rights of termination, amendment, acceleration or cancellation of under any agreement, indenture,
mortgage, deed of trust, lease, contract, indenture or other agreement or instrument or obligation to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective properties, is bound or (iii) in violation
of any law, rule, regulation, order, judgment, writ or decree of any court or of any government, regulatory body or administrative
agency or other governmental body having jurisdiction (including U.S. federal and state securities laws and regulations and the
rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or
asset of the Company or any of its Subsidiaries is bound or affected, and, solely with respect to clauses (ii) and (iii), which
violation, conflict, breach or default, individually or in the aggregate, would have a Material Adverse Effect.


 


(s)
Contracts. There is no document, contract or other agreement required to be described in the Registration Statement or
Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required by the 1933
Act or the Rules and Regulations. Each description of a contract, document or other agreement in the Registration Statement and
the Prospectus accurately reflects in all material respects the terms of the underlying contract, document or other agreement.
Each contract, document or other agreement described in the Registration Statement and Prospectus or listed in the exhibits to
the Registration Statement or incorporated by reference is in full force and effect and is valid and enforceable by and against
the Company in accordance with its terms (except as rights to indemnity and contribution thereunder may be limited by federal
or state securities laws and matter of public policy and except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principle). Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party is
in default in the observance or performance of any term or obligation to be performed by it under any such agreement or any other
agreement or instrument to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or their
respective properties or businesses may be bound, and no event has occurred which with notice or lapse of time or both would constitute
such a default, in any such case in which the default or event, individually or in the aggregate, would have a Material Adverse
Effect.


 


(t)
Regulatory Approvals. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement
and the consummation of the transactions herein contemplated (except such additional steps as may be required by the SEC, the
Financial Industry Regulatory Authority, Inc. (FINRA) or such additional steps as may be required under state securities or Blue
Sky laws) has been obtained or made and is in full force and effect.


 




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(u)
Conduct of Business. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under
the certificate of incorporation of the Company (“Certificate of Incorporation”), bylaws of the Company (the
“Bylaws”), any certificate of designations, preferences or rights of any other outstanding series of preferred
stock of the Company or any of its Subsidiaries or their organizational charter, certificate of formation or certificate of incorporation
or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any
statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries and neither the Company nor any of its Subsidiaries
will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has satisfied all eligibility requirements
necessary to enable its Common Stock to be listed or quoted on one or more Eligible Markets (as defined in the Warrants). During
the two (2) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal
Market or another Eligible Market and (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market.
The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state
or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company
nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit. Without limiting the generality of the foregoing, neither the Company not any of its Subsidiaries is
in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances
that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future.


 


(v)
Permits; Intellectual Property. Except as described in the Registration Statement or in any document incorporated by reference
therein, the Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities
which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries
each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights,
know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary or confidential information,
systems or procedures) and other intellectual property or proprietary rights (“Intellectual Property”) necessary
to carry on their business in all material respects in the manner in which it is being conducted; none of the Company’s
or its Subsidiaries’ Intellectual Property have expired, terminated or been abandoned, or are expected to expire, terminate
or be abandoned, within three years from the date of this Agreement. The Company has taken all steps reasonably necessary to secure
ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, licenses or
agreements of any kind relating to the Intellectual Property of the Company or its Subsidiaries that are required to be described
in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material
respects. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect
to the Intellectual Property of any other person or entity that are required to be set forth in the General Disclosure Package
and are not described therein in all material respects. None of the Intellectual Property used by the Company or any of its Subsidiaries
and material to their businesses has been obtained or is being used by the Company or any of its Subsidiaries in violation of
any contractual obligation binding on the Company or any of its Subsidiaries or, to the Company’s knowledge, any of the
Company’s or any of its Subsidiaries’ officers, directors or employees or, to the Company’s knowledge, otherwise
in violation of the rights of any Persons; neither the Company nor any of its Subsidiaries has infringed or conflicted with any
Intellectual Property of any Person; the Company has not received any written or oral communications alleging that the Company
or any of its Subsidiaries has violated, infringed or conflicted with, or, by conducting their businesses as set forth in the
Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the
Intellectual Property of any other person or entity. The Company knows of no infringement or other violation by others of Intellectual
Property owned by or licensed to the Company. The Company and each of its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of their trade secrets and other proprietary or confidential information.


 




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(w)
Manipulation of Prices. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken or may take,
directly or indirectly, any action designed to cause or to result, or that would reasonably be expected to cause or 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) other than the Agent (as defined in Section 3(kk)), sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Securities, or (iii) other than the Agent, paid or agreed to pay to any person any compensation for soliciting
another to purchase any other securities of the Company.


 


(x)
Investment Company Act. Neither the Company nor any of its Subsidiaries is, and upon consummation of the sale of the Securities
will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by
an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.


 


(y)
Internal Accounting Controls. Except as set forth on Schedule 3(l):


 


(i)
The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability
for assets and liabilities; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets and liabilities is compared with existing assets
and liabilities at reasonable intervals and appropriate action is taken with respect to any differences.


 




    	 	14	 



    	 



    




 


(ii)
The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and
15d-15(e) under the 1934 Act); the Company’s “disclosure controls and procedures” are effective in ensuring
that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or
submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate,
to allow timely decisions regarding required disclosure. During the twelve (12) months prior to the date hereof neither the Company
nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in
any part of the system of internal accounting controls of the Company or any of its Subsidiaries.


 


(z)
Industry and Market Data. The statistical, industry-related and market-related data included in the Registration Statement,
the General Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good
faith believes are reliable and accurate, and such data agree in all material respects with the sources from which they are derived.


 


(aa)
Compliance with Anti-Money Laundering Laws. The operations of the Company and its
Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules
and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control
Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing
rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency or self-regulatory body (collectively, the “Anti-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
or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 




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(bb)
No Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries,
nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any
of its Subsidiaries or affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject
or the target of any sanctions administered or enforced by the U.S. government including, without limitation, the Office of Foreign
Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments of State or Commerce
and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral
Sanctions Identifications List” (collectively, “Blocked Persons”), the United Nations Security Council,
the European Union, Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions
Laws”); neither the Company, any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other
person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates, is located, organized or resident
in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the
country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned
Country”); the Company maintains in effect and enforces policies and procedures designed to ensure compliance
by the Company and its Subsidiaries with applicable Sanctions Laws; neither the Company,
any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf
of the Company or any of its Subsidiaries or affiliates, acting in any capacity in connection with the operations of the Company,
conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution
of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws; no
action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement
and the other Transaction Documents, (ii) the issuance and sale of the Securities, or (iii) the direct or indirect use of proceeds
from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or
the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the
other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any Subsidiary,
joint venture partner or other person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or
business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully
funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result
in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions Laws. For the past five (5) years, the Company and its Subsidiaries have not knowingly engaged in and
are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is
or was the subject or the target of Sanctions Laws or with any Sanctioned Country.


 


(cc)
Anti-Bribery. Neither the Company nor any of the Subsidiaries has made any
contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law
which violation is required to be disclosed in the Prospectus. Neither the Company, nor
any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or acting on
behalf of the Company, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or
domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to
do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any
applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including,
in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking
or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person
while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence
official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe,
rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries
has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve
compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of
its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute
or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the
purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there
are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws
by the Company, its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees,
stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.


 




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(dd)
Insurance. The Company and each of the Subsidiaries carry, or are covered by, insurance by insurers of recognized financial
responsibility in such amounts and covering such losses and risks as is adequate for the conduct of their respective businesses
and the value of their respective properties and as is customary for companies engaged in similar businesses. Neither the Company
nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such 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, in each case, as may be necessary to continue its business at a cost that,
individually or in the aggregate, do not or would not reasonably be expected to have a Material Adverse Effect.


 


(ee)
Employee Benefits. The Company and each Subsidiary is in compliance in all material respects with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to
any “pension plan” (as defined in ERISA) for which the Company and each Subsidiary would have any material liability;
the Company and each Subsidiary has not incurred and does not expect to incur material liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code; and each
“pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under
Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure
to act, which would cause the loss of such qualification.


 


(ff)
Employee Relations.


 


(i)
Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union.
The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer of the Company
or any of its Subsidiaries (as defined in Rule 501(f) of the 1933 Act) or other key employee of the Company of any of its Subsidiaries
has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise
terminate such officer’s employment with the Company or any such Subsidiary. No current executive officer or other key employee
of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement
or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may
be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters, except
where such violation would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.


 




    	 	17	 



    	 



    




 


(ii)
The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting
labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where
failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.


 


(gg)
Transactions with Affiliates. Except as set forth on Schedule 3(gg), none of the officers, directors or employees
of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries
(other than for ordinary course services as employees, officers or 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, or otherwise
requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries,
any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest
or is an officer, director, employee, trustee or partner.


 


(hh)
Environmental Laws. The Company and its Subsidiaries (A) are in compliance with all Environmental Laws (as defined below),
(B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in
each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local
or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, 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.


 


(ii)
Listing; 1934 Act Registration. The Common Stock is quoted for trading on the Principal Market. The Company has taken no
action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the 1934 Act or the
quotation of the Common Stock on the Principal Market, nor has the Company received any notification that the SEC or the Principal
Market is contemplating terminating such registration or quotation.


 




    	 	18	 



    	 



    




 


(jj)
No Integrated Offering. The Company has not sold or issued any securities that would be integrated with the offering of
the Securities contemplated by this Agreement pursuant to the 1933 Act, the Rules and Regulations or the interpretations thereof
by the SEC. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on 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 Securities to require approval of stockholders of the Company for purposes of any applicable
stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation
system on which any of the securities of the Company are listed or designated.


 


(kk)
Brokerage Fees; Commissions. Except as described in the Registration Statement and the Prospectus, neither the Company
nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to a valid
claim against the Company or the Buyers for a brokerage commission, finder’s fee or like payment in connection with the
offering and sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or broker’s commissions (other than for persons engaged by any Buyer or its investment advisor) relating
to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability,
loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with such
claim (other than for claims made by Persons engaged by the Buyers). The Company acknowledges that it has engaged The Special
Equities Group, a division of Bradley Woods & Co. Ltd. (the “Agent”) as placement agent in connection with
the sale of the Securities. Other than the Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent
or other agent in connection with the sale of the Securities.


 


(ll)
Consents. Other than as described in Section 3(t) hereof, or as have been previously obtained, filed or made, neither the
Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration
with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute,
deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with
the terms hereof or thereof. The Company and its Subsidiaries are unaware of any
facts or circumstances that might prevent the Company from obtaining or effecting any of the registration, application or filings
pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has
no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.


 


(mm)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
of the Company or any of its Subsidiaries (as defined in Rule 405 of the 1933 Act) or (iii) to the knowledge of the Company, a
“beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934
Act). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its
Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and
thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents
and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The
Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based
solely on the independent evaluation by the Company and its representatives.


 




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(nn)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable pursuant to the
terms of the Certificate of Designations will increase in certain circumstances. The Company further acknowledges that its obligations
to issue Conversion Shares in accordance with this Agreement and the Certificate of Designations is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.


 


(oo)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary
action, if any, in order to render inapplicable the Company’s issuance of the Securities and any Buyer’s ownership
of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation
or the laws of the state of its incorporation which is or could become applicable to any Buyer as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company’s issuance of Securities and each Buyer’s
ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the Company does not have any
stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in
control of the Company.


 


(pp)
Subsidiary Rights. Except as set forth on Schedule 3(pp), the Company or one of its Subsidiaries has the unrestricted
right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities
of its Subsidiaries as owned by the Company or such Subsidiary.


 


(qq)
Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an
unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is
not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.


 


(rr)
Transfer Taxes. On the Closing Date, all stock transfer or other similar taxes (other than income or similar taxes) which
are required to be paid in connection with the sale and transfer of the Securities to be sold to each Buyer hereunder will be,
or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied
with.


 




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(ss)
Acknowledgement Regarding Buyers’ Trading Activity. Except as set forth in Section 2(c), the Company acknowledges
and agrees (i) that none of the Buyers has been asked to agree, nor has any Buyer agreed, to desist from purchasing or selling,
long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold the Securities for any specified term; (ii) that past or future open market or other transactions by any Buyer, including,
without limitation, short sales or “derivative” transactions, before or after the closing of the transactions contemplated
by this Agreement or future transactions, may negatively impact the market price of the Company’s publicly-traded securities;
(iii) that any Buyer, and counter parties in “derivative” transactions to which any such Buyer is a party, directly
or indirectly, presently may have a “short” position in the Common Stock; and (iv) that such Buyer shall not be deemed
to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.
The Company further understands and acknowledges that, except as set forth in Section 2(c), (a) one or more Buyers may engage
in hedging and/or trading activities at various times during the periods that the Securities are outstanding, including, without
limitation, during the period that the value of the Conversion Shares and the Warrant Shares deliverable with respect to Securities
are being determined and (b) such hedging and/or trading activities (if any) could reduce the value of the existing stockholders’
equity interests in the Company at and after the time that the hedging and/or trading activities are being conducted. The Company
acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Certificate
of Designations, the Warrants or any of the documents executed in connection herewith.


 


(tt)
U.S. Real Property Holding Corporation. Neither the Company, nor any of its Subsidiaries, is or has ever been a U.S. real
property holding corporation within the meaning of Section 897 of the Code and the Company and each Subsidiary shall so certify
upon any Buyer’s request.


 


(uu)
Shell Company Status. The Company is not, and has not been for a period of at least one year from the date hereof, an issuer
identified in Rule 144(i)(1) of the 1933 Act. The Company has filed current “Form 10 information” (as defined in Rule
144(i)(3)) with the SEC reflecting its status as an entity that was no longer an issuer described in Rule 144(i)(1)(i) more than
one year ago from the date hereof.


 


(vv)
Bank Holding Company. 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 or more of the outstanding shares of any class of voting securities or twenty-five percent or more
of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the
Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(ww)
SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the
date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, and
all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective
representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective
filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC, 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.
As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to
the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not
misleading.


 




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(xx)
Placement Agent Agreement. The Company has entered into a Placement Agent Agreement, dated as of November 12, 2019, with
the Agent that contains certain representations, warranties, covenants and agreements of the Company. Such representations, warranties,
covenants and agreements are for the benefit of and may be relied upon by the Buyers, each of which shall be a third-party beneficiary
thereof.


 


(yy)
Indebtedness and Other Contracts. Except as set forth on Schedule 3(yy), neither the Company nor any of its Subsidiaries,
(i) has any outstanding Indebtedness, (ii) is a party to any contract, agreement or instrument, the violation of which, or default
under which, by the other party(ies) to such contract, agreement or instrument would reasonably be expected to result in a Material
Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any
Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse
Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in
the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(yy) provides
a detailed description of the material terms of any such outstanding Indebtedness, including, without limitation, descriptions
of any defaults, forbearances, accounts receivable and accounts payable thereunder. Schedule 3(yy)(i) sets forth a list
of Liens (as defined in the Certificate of Designations) permitted while any Preferred Shares are outstanding. Schedule 3(yy)(ii)
sets forth a list of Indebtedness that may be repaid while any Preferred Shares are outstanding.


 


(zz)
Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable
Company stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date
such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or
practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release
or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 




    	 	22	 



    	 



    




 


(aaa)
No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents.


 


4.
COVENANTS.


 


(a)
Best Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied
by it as provided in Sections 6 and 7 of this Agreement.


 


(b)
Maintenance of Registration Statement. For so long as any of the Preferred Shares or Warrants remain outstanding, the Company
shall use its best efforts to maintain the effectiveness of the Registration Statement for the issuance thereunder of the Relevant
Securities (as defined below); provided that, if at any time while the Preferred Shares and Warrants are outstanding, the Company
shall be ineligible to utilize Form S-3 (or any successor form) for the purpose of issuance of the Relevant Securities, the Company
shall use its best efforts to promptly amend the Registration Statement on such other form as may be necessary to maintain the
effectiveness of the Registration Statement for this purpose. For the purpose of this Agreement, “Relevant Securities”
means (i) the Conversion Shares issued or issuable pursuant to the terms of the Certificate of Designations, (ii) the Warrant
Shares issued or issuable upon exercise of the Warrants and (iii) any shares of capital stock of the Company issued or issuable
with respect to the Preferred Shares, the Conversion Shares, the Warrants and/or the Warrant Shares as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on issuance, conversion
or exercise thereof.


 


(c)
Prospectus Supplement and Blue Sky. In the manner required by law, the Company shall have delivered to the Buyers, and
as soon as practicable after the Closing, the Company shall file, the Prospectus Supplement with respect to the Securities as
required under and in conformity with the 1933 Act, including Rule 424(b) thereunder. If required, the Company, on or before the
Closing Date, 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 Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence
of any such action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating
to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the
United States following the Closing Date.


 


(d)
Use of Proceeds. The Company will use the proceeds from the sale of the Securities for working capital and general corporate
purposes.


 




    	 	23	 



    	 



    




 


(e)
Listing. The Company shall promptly secure the listing of all of the Common Shares, the Conversion Shares and the Warrant
Shares upon each securities exchange and automated quotation system, if any, upon which the Common Stock is then listed, including
the Principal Market (subject to official notice of issuance) and shall maintain such listing of all the Common Shares, the Conversion
Shares and the Warrant Shares from time to time issuable under the terms of the Transaction Documents. The Company shall maintain
the authorization for quotation of the Common Stock on the Principal Market or any other Eligible Market. Neither the Company
nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension
of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(e).


 


(f)
Fees. The Company shall pay an expense allowance to the Lead Investor or its designee(s) for all costs and expenses incurred
in connection with the transactions contemplated by the Transaction Documents (including all legal fees and disbursements in connection
therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in
connection therewith) not reimbursed by the Company on or prior to the Closing, which amount, at the option of such Buyer, may
be withheld by such Buyer from its Purchase Price at the Closing; provided, however, in no event will the amount
of costs, fees and expenses of the Lead Investor to be reimbursed by the Company in connection with this Agreement and the Closing
exceed $50,000 without the prior approval from the Company (in addition to any other expense amounts paid to the Lead Investor
or its counsel prior to the date of this Agreement). The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising
out of the transactions contemplated hereby, including, without limitation, any fees or commission payable to the Agent. The Company
shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s
fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth
in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities
to the Buyers.


 


(g)
Pledge of Securities. The Company acknowledges and agrees that, except as otherwise set forth in Section 2(c), the Securities
may be pledged by any holder of Securities (an “Investor”) in connection with a bona fide margin agreement
or other loan or financing arrangement that is secured by the Securities. Any such pledge of Securities shall not be deemed to
be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required
to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any
other Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities
may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor.


 


(h)
Reporting Status. Until the date on which the Investors shall have sold all of the Common Shares, the Conversion Shares
and the Warrant Shares and none of the Preferred Shares or the Warrants are outstanding (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 




    	 	24	 



    	 



    




 


(i)
Financial Information. The Company agrees to send the following to each Investor during the Reporting Period (i) unless
the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business
Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form 10-Q, any
Current Reports on Form 8-K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form
S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile or e-mailed copies of
all press releases issued by the Company or any of its Subsidiaries and (iii) copies of any notices and other information made
available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders. As used herein, “Business Day” means any day other than Saturday, Sunday or other day
on which commercial banks in The City of New York are authorized or required by law to remain closed.


 


(j)
Disclosure of Transactions and Other Material Information. On or before the Disclosure Time (as defined below), the Company
shall, after receiving approval by the Lead Investor, issue a press release and file a Current Report on Form 8-K describing the
terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material
Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form
of Certificate of Designations, the form of Warrant and the form of Lock-Up Agreement as exhibits to such filing (including all
attachments, the “8-K Filing”). As of immediately following the filing of the 8-K Filing with the SEC, no Buyer
shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their
respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing or in prior filings with
the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their
respective officers, directors, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates,
on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries
and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any
material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express
written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding
the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written
notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice,
make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event
of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall
have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers,
directors, employees, affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its
or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company,
its Subsidiaries or any of its or their respective officers, directors, employees, affiliates
or agents delivers any material, nonpublic information to a Buyer without such Buyer’s prior written consent, the
Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis
of, such material, nonpublic information. Subject to the foregoing, neither the Company nor any of, its Subsidiaries shall issue
any press releases or any other public statements with respect to the transactions contemplated hereby without the prior express
written consent of each Buyer; provided, however, that the Company shall be entitled, without such prior approval
of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity
with the 8-K Filing and press release contemplated by this Section 4(j) and contemporaneously therewith and (ii) as is required
by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided
that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other
public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any
of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other
than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market
on which the Company’s securities are then listed or quoted. As used herein, “Disclosure Time” means,
(i) if this Agreement is signed after 8:30 a.m. (New York City time) and before midnight (New York City time) on any Trading Day,
8:31 a.m. (New York City time) on the second Trading Day immediately following the date hereof, unless otherwise instructed as
to an earlier time by the Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 8:30 a.m. (New
York City time) on any Trading Day, no later than 8:31 a.m. (New York City time) on the Trading Day immediately following date
hereof, unless otherwise instructed as to an earlier time by the Agent.


 




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(k)
Additional Preferred Shares and Warrants; Variable Securities. For so long as any Preferred Shares remain outstanding,
the Company will not issue any shares of Series G Convertible Preferred Stock other than to the Buyers as contemplated hereby
and the Company shall not issue any other securities that would cause a breach or default under the Certificate of Designations.
Any Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall
be in addition to any right to collect damages.


 


(l)
Corporate Existence. For so long as any Preferred Shares or Warrants remain outstanding, the Company shall maintain its
corporate existence and shall not be party to any Fundamental Transaction (as defined in the Certificate of Designations and the
Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the
Certificate of Designations and the Warrants.


 


(m)
Reservation of Shares. So long as any Buyer owns any Securities, the Company shall take all action necessary to at all
times have authorized, and reserved for the purpose of issuance no less than the Required Reserve Amount. If at any time the number
of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company
shall take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation,
(i) calling a special meeting of stockholders to authorize an increase in the amount of shares of Common Stock to be authorized
and reserved to meet the Company’s obligations under Section 3(e), (ii) obtaining stockholder approval of such increase
in such authorized number of shares, (iii) causing the Board of Directors of the Company to unanimously recommend to the stockholders
of the Company that they approve such resolutions, (iv) using best efforts to cause its officers and directors who hold shares
of Common Stock to be present at the Stockholder Meeting for quorum purposes (including by proxy) and (v) causing management’s
shares of the Company to be voted in favor of such increase in the authorized shares of the Company, to ensure that the number
of authorized shares is sufficient to meet the Required Reserve Amount. The Required Reserve Amount and any increase in the number
of shares so reserved shall be allocated pro rata among the Buyers, based on the total number of shares of Common Stock issuable
pursuant to the terms of the Certificate of Designations and upon exercise of the Warrants (without regard to any limitations
on the issuance of shares pursuant to the terms of the Certificate of Designations or upon exercise of the Warrants) issued to
each Buyer on the Closing Date (the “Authorized Share Allocation”). In the event that a Buyer shall sell or
otherwise transfer any of its Preferred Shares or Warrants, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation with respect to such holder’s Preferred Shares or Warrants being transferred. Any shares of
Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares or Warrants shall be allocated to
the holders of the remaining Preferred Shares and Warrants, pro rata based on the Conversion Shares issuable pursuant to the terms
of the Certificate of Designations and the Warrant Shares issuable upon exercise of the Warrants then held by such holders (without
regard to any limitations on the issuance of shares pursuant to the terms of the Certificate of Designations or upon the exercise
of the Warrants).


 




    	 	26	 



    	 



    




 


(n)
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance
or regulation of any governmental entity, including, without limitation, FCPA and other applicable Anti-Bribery Laws, OFAC regulations
and other applicable Sanctions Laws, and Anti-Money Laundering Laws.


 


(i)
Neither the Company, nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents shall:


 


(a)
conduct any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making
or receiving of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;


 


(b)
deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking
pursuant to the applicable Sanctions Laws;


 


(c)
use any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner
any illegal activity, including, without limitation, any Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws; or


 


(d)
violate, attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.


 


(ii)
The Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Company and its
Subsidiaries and their directors, officers, employees, agents representatives and affiliates with the Sanctions Laws and Anti-Bribery
Laws.


 




    	 	27	 



    	 



    




 


(iii)
The Company will promptly notify the Buyers in writing if any of the Company, or
any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents, shall become
a Blocked Person, or become directly or indirectly owned or controlled by a Blocked Person.


 


(iv)
The Company shall provide such information and documentation as the Buyers or any of their affiliates may require to satisfy compliance
with the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.


 


(v)
The covenants set forth above shall be ongoing. The Company shall promptly notify the Buyers in writing should it become aware
(a) of any changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also
promptly notify the Buyers in writing should they become aware of an investigation, litigation or regulatory action relating to
an alleged or potential violation of the Anti-Money Laundering Laws, Sanctions Laws, and Anti-Bribery Laws.


 


(o)
Reserved.


 


(p)
Integration. None of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf shall sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933
Act) that would be integrated with the offer or sale of the Securities in a manner that would be integrated with the offer or
sale of the Securities for purposes of the rules and regulations of any Eligible Market such that it would require shareholder
approval prior to the closing of such other transaction.


 


(q)
FAST Compliance. While any Securities are outstanding, the Company shall maintain a transfer agent that participates in
the at The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program.


 


(r)
Company’s Operations. While any Securities are outstanding, the Company and each of its Subsidiaries shall (i) not
be an “investment company,” and affiliate of an “investment company,” a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for,
an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended; (ii) not become
a U.S. real property holding corporation within the meaning of Section 897 of the Code (and the Company and each Subsidiary shall
so certify upon any Buyer’s request); (iii) not become subject to the BHCA or regulation by the Federal Reserve; (iv) not
own or control, directly or indirectly, five percent 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;
and (v) not exercise 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.


 


(s)
Lock-Up. The Company shall not amend or waive any provision of the Lock-Up Agreements except to extend the term of the
lock-up period contained therein and shall enforce the provisions of the Lock-Up Agreements in accordance with their terms. If
any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts
to seek specific performance of the terms of such Lock-Up Agreement.


 




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(t)
Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, Schulte Roth & Zabel LLP will
deliver to the Company and the Lead Investor a complete closing set (which may be solely in electronic format) of the executed
copies of the Transaction Documents, Securities and other documents required to be delivered to any party pursuant to Section
7 hereof. The Company promptly will deliver a copy of such closing set in electronic format to any Investor that requests one.


 


5.
REGISTER; TRANSFER AGENT INSTRUCTIONS.


 


(a)
Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Common Shares, the Preferred Shares and the Warrants
in which the Company shall record the name and address of the Person in whose name the Common Shares, the Preferred Shares and
the Warrants have been issued (including the name and address of each transferee), the number of Common Shares held by such Person,
the number of Conversion Shares issued and issuable pursuant to the terms of the Certificate of Designations and the number of
Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available
at all times during business hours for inspection of any Buyer or its legal representatives.


 


(b)
Transfer Agent Instructions. The Company shall issue irrevocable instructions to Corporate Stock Transfer, Inc. (including
any successor transfer agent, the “Transfer Agent”) to issue certificates or credit shares to the applicable
balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the
Warrant Shares in such amounts as specified from time to time by each Buyer to the Company pursuant to the terms of the Certificate
of Designations or exercise of the Warrants, in the form attached hereto as Exhibit C (the “Irrevocable Transfer
Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 5 will be given by the Company to the Transfer Agent, and any subsequent transfer agent
with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the other Transaction Documents. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyers. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required.


 




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6.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


 


The
obligation of the Company hereunder to issue and sell the Common Shares, the Preferred Shares and the Warrants to each Buyer at
the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that
these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion
by providing each Buyer with prior written notice thereof:


 


(i)
Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)
Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of the Lead Investor,
the amounts withheld pursuant to Section 4(f)) by wire transfer of immediately available funds pursuant to the Wire Instructions
provided by the Company.


 


(iii)
The representations and warranties of such Buyer shall be true and correct in all respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer
at or prior to the Closing Date.








 


(iv)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


7.
CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The
obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the Warrants at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for
each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with
prior written notice thereof:


 


(i)
The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, the Common
Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement,
(iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing
pursuant to this Agreement and (iv) the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such
Buyer at the Closing pursuant to this Agreement;


 


(ii)
Such Buyer shall have received the opinion of Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in
the form attached hereto as Exhibit D;


 


(iii)
The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall
have been delivered to and acknowledged in writing by the Transfer Agent;


 






    	 	30	 



    	 



    

 


(iv)
The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such
entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a
date within ten (10) days of the Closing Date;


 


(v)
The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation
and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;


 


(vi)
The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;


 


(vii)
The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing
Date, as to (i) the resolutions consistent with Section 3(d) as adopted by the Company’s Board of Directors in a form reasonably
acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as
in effect at the Closing, in the form attached hereto as Exhibit E;


 


(viii)
The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with
by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive
Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by such Buyer in the form attached hereto as Exhibit F;


 


(ix)
The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock
outstanding as of a date within five (5) days before the Closing Date;


 


(x)
The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended,
as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC
or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market
or (B) by falling below the minimum listing maintenance requirements of the Principal Market;


 


(xi)
The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the
sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;


 




    	 	31	 



    	 



    




 


(xii)
The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company
shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;


 


(xiii)
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement;


 


(xiv)
Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result
in a Material Adverse Effect;


 


(xv)
The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed
by the Company’s Chief Financial Officer (the “Wire Instructions”);


 


(xvi)
The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed
and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);


 


(xvii)
The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full
force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and


 


(xviii)
The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement
as such Buyer or its counsel may reasonably request.


 


8.
TERMINATION. In the event that the Closing shall not have occurred with
respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company’s or such Buyer’s failure
to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied
condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at
the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without
liability of any party to any other party; provided, however, that
if this Agreement is terminated pursuant to this Section 8, the Company shall remain obligated to reimburse the Lead Investor
or its designee(s), as applicable, for the expenses described in Section 4(f) above.


 




    	 	32	 



    	 



    




 


9.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.


 


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(d)
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 




    	 	33	 



    	 



    




 


(e)
Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written
agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company
and the holders of at least a majority of the aggregate number of shares of Common Stock issued and issuable hereunder and under
the Certificate of Designations and the Warrants (without regard to any restriction or limitation on the issuance of shares pursuant
to the terms of the Certificate of Designations or upon the exercise of the Warrants contained therein) and shall include the
Lead Investor so long as the Lead Investor or any of its affiliates holds any Securities (the “Required Holders”),
and any amendment or waiver to this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on
all Buyers and holders of Securities as applicable. No such amendment shall be effective to the extent that it applies to less
than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the
reimbursement of legal fees) also is offered to all of the parties to this Agreement, the holders of the Preferred Shares, the
Common Shares and the Warrants, as the case may be. Each Buyer hereby acknowledges and agrees that any action taken pursuant to
this Section may result in, or be perceived to result in, a disproportionate impact on such Buyer compared to the impact of such
action on one or more other Buyer(s). This provision constitutes a separate right granted to each Buyer by the Company and shall
not in any way be construed as the Buyers acting in concert or as a group with respect to the purchase, disposition or voting
of securities or otherwise. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms
or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.
Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment
or promise or has any other obligation to provide any financing to the Company or otherwise.


 


(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
delivery, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in
each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 


If
to the Company:


 


Taronis
Technologies, Inc.


300
W. Clarendon Avenue, # 230


Phoenix,
Arizona 85013


Telephone:
866-370-3835


Attention:
Tyler B. Wilson, Esq.


E-mail:
tylerwilson@taronistech.com


 




    	 	34	 



    	 



    




 


If
to the Transfer Agent:


 


Corporate
Stock Transfer, Inc.


3200
Cherry Creek Dr. South, Suite 430


Denver,
CO 80209


Telephone:
(303) 282-4800


Attention:
Michaelie Wingo


E-mail:
mwingo@corporatestock.com


 


If
to a Buyer, to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers,


 


with
a copy (for informational purposes only) to:


 


Schulte
Roth & Zabel LLP


919
Third Avenue


New
York, New York 10022


Telephone:
(212) 756-2000


Facsimile:
(212) 593-5955


Attention:
Eleazer N. Klein, Esq.


E-mail:
eleazer.klein@srz.com


 


or
to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party
has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image
of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Common Shares, the Preferred Shares or the Warrants. The Company shall
not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including
by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental
Transactions set forth in the Certificate of Designations and the Warrants). A Buyer may assign some or all of its rights hereunder
without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such
assigned rights.


 


(h)
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each Indemnitee (as defined below) shall have the right to enforce the obligations of the Company with respect to Section 9(k).


 




    	 	35	 



    	 



    




 


(i)
Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the
Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing.
Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as are reasonably necessary
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)
Indemnification. (i) In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring
the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless each Buyer and each other holder of the Securities and all of their
stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company
in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of
any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by
a third-party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting
from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly,
with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Buyer pursuant to Section 4(j) or (iv)
the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by
the Transaction Documents. For the avoidance of doubt, the indemnification set forth in this Section 9(k) is intended to apply,
and shall apply, to direct claims asserted by any Buyer against the Company as well as any third-party claims asserted by an Indemnitee
(other than a Buyer) against the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.


 




    	 	36	 



    	 



    




 


(ii)
Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification
in respect thereof is to be made against any indemnifying party under this Section 9(k), deliver to the indemnifying party a written
notice of the commencement thereof, and, except in the case of a direct claim against the indemnifying party, the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the
fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable
opinion of the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such
proceeding. Legal counsel referred to in the immediately preceding sentence shall be selected by the Required Holders. The Indemnitee
shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified
Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the
Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such Indemnified Liabilities or litigation. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to
the Indemnitee under this Section 9(k), except to the extent that the indemnifying party is prejudiced in its ability to defend
such action. For the avoidance of doubt, the provisions of this Section 9(k)(ii) shall not apply to direct claims between the
Company and a Buyer.


 


(iii)
The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.


 


(iv)
The indemnity agreements contained herein shall be in addition to (x) any cause of action or similar right of the Indemnitee against
the indemnifying party or others, and (y) any liabilities the indemnifying party may be subject to pursuant to the law.


 


(l)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


(m)
Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall
be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents,
any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled
to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without
posting a bond or other security.


 




    	 	37	 



    	 



    




 


(n)
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Buyer
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.


 


(o)
Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any
of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.


 


(p)
Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document
are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance
of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges,
and each Buyer confirms, that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Buyers are in any way acting in concert or as a group, and the Company will not assert
any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company
acknowledges, and each Buyer confirms, that the Buyers are not acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents. The Company acknowledges and each Buyer confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional
party in any proceeding for such purpose.


 


[Signature
Page Follows]


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 





	 	COMPANY:
    
	 	 
	 	TARONIS
    TECHNOLOGIES, INC. 
	 	
	 	By:	
	 	Name:	Scott
    Mahoney
	 	Title:
    	Chief
    Executive Officer


 





[Signature
Page to Securities Purchase Agreement]




 







    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


 


	 	BUYERS:
	 	 
	 	By:	
	 	 	 
	 	By:	 
	 	Name:
    	
	 	Title:
    	      


 





	 	Maximum
    Percentage:	[  ]	4.99%
	 	 	 	 
	 	 	[  ]	9.99%





 


[Signature
Page to Securities Purchase Agreement]







 




    	 	 	 



    	 



    

 


SCHEDULE
OF BUYERS


 


	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)
	Buyer	 	Address,
                                         

        Facsimile
        Number and Email
	 	Number
    of Common Shares	 	Number
    of Preferred Shares	 	Number
    of Warrant Shares	 	Purchase
    Price	 	Legal
    Representative’s Address, Facsimile Number and Email
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 

        
	 	[  ]	 	[  ]	 	[  ]	 	$       [  ]	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	 	 	 	 	 	 	 	$