Exhibit 10.1


 


Sales
Agreement


 


February
12, 2020


 


The
Benchmark Company, LLC


150
East 58th Street, 17th Floor


New
York, New York 10155


 


Ladies
and Gentlemen:


 


Taronis
Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with The Benchmark Company, LLC (the “Agent”), as follows:


 


1. Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell through the Agent, shares of common stock (the “Placement
Shares”) of the Company, par value $0.001 per share (the “Common Stock”); provided,
however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares
that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement
(defined below) pursuant to which the offering is being made, (b) exceed the number of authorized, but unissued shares of Common
Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company
or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of
Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the
number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the
lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained
herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement
Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation
in connection with such compliance, except to update the Company with respect to the number of Placement Shares sold by the Agent
immediately after each sale pursuant to this Agreement. The offer and sale of Placement Shares through the Agent will be effected
pursuant to the Registration Statement (filed by the Company which was declared effective by the Securities and Exchange Commission
(the “Commission”) on April 24, 2019, although nothing in this Agreement shall be construed as requiring
the Company to use the Registration Statement to issue Common Stock.


 


The
Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with
the Commission a registration statement on Form S-3 (File No. 333-230854), including (a) a base prospectus, relating to certain
securities, and (b) a prospectus relating to the Placement Shares to be issued from time to time by the Company, each of which
incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The
Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement,
which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus
Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the Prospectus Supplement (including
a base prospectus, if any) relating to the Placement Shares to be issued from time to time by the Company. The Company may file
one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or
prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where
the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission
pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to
Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.” The Prospectus
Supplement and any base prospectus or base prospectuses constituting part of the Prospectus Supplement, including all documents
incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, in the form
in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission
pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es),
as applicable, is herein called the “Prospectus.”


 




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Any
reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined
below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated
Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such
Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date
of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as
the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement,
the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission
pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application
system when used by the Commission (collectively, “EDGAR”).


 


2. Placements.
Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares
to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that
may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”),
the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from
the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule),
and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may
be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms
contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been
sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions
of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection
with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly
acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement
or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such
Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event
of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will
control.


 


3. Sale
of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in
the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market or any other exchange upon
which the Company’s shares of Common Stock are listed (the “Exchange”), to sell the Placement
Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide
written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the
Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such
day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net
Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section
5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may
sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)
of the Securities Act Regulations, including sales made directly on or through the Exchange or any other existing trading market
for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such
prevailing market prices and/or any other method permitted by law. “Trading Day” means any day on which
Common Stock is traded on the Exchange.


 




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4. Suspension
of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each
of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3),
suspend any sale of Placement Shares (a “Suspension”); provided, however, that such Suspension
shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt
of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect
to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no
such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals
named on Schedule 3 hereto, as such Schedule may be amended from time to time.


 


5. Sale
and Delivery to the Agent; Settlement.


 


(a) Sale
of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the
Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this
Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount
specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there
can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation
to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent
to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations
to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement
Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.


 


(b) Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company
of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it
has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against
receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price
received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable
by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect
of such sales.


 


(c) Delivery
of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall
have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means
of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable, transferable, registered
shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to
an account designated by the Company on, or prior to, the Settlement Date. The Agent will be responsible for providing DWAC instructions
or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees
that if the Company (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent
(if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition
to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless
against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expenses),
as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay
to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled
absent such default.


 




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(d) 
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered
in such names as the Agent may request in writing at least one (1) full Business Day (as defined below) before the Settlement
Date. The certificates for the Placement Shares, if any, will be made available by the Company for examination and packaging by
the Agent in The City of New York not later than noon (New York time) on the Business Day prior to the Settlement Date.


 


(e) Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares
if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant
to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum
Amount and (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board
of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.
Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement
at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized
committee thereof or a duly authorized executive committee. Further, under no circumstances shall the Company cause or permit
the aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.


 


6. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with Agent that as of the date of this Agreement
and as of each Applicable Time (as defined below):


 


(a) Registration
Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply
with the applicable conditions set forth in Form S-3 (including General Instructions I.A and I.B) under the Securities Act. The
Registration Statement has been or will be filed with the Commission and has been or will be declared effective by the Commission
under the Securities Act prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the
Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice
of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting
proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet
the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations,
contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus,
and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission
on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to Agent and its counsel. The Company
has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement
Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the
Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented.
The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the
trading symbol “TRNX.” Except as set forth in the Company’s reports filed with the Commission (collectively,
the “SEC Documents”), the Company has taken no action designed to, or likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Exchange, nor has
the Company received any notification that the Commission or Exchange is contemplating terminating such registration or listing.
Except as set forth in the SEC Documents, to the Company’s knowledge, it is in compliance with all applicable listing requirements
of the Exchange.


 


(b) No
Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment
or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects
with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such
date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became
or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement
thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not,
and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue
statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the
statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not
apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished
to the Company by Agent specifically for use in the preparation thereof.


 




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(c) Conformity
with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement thereto, and the documents incorporated by reference in the Registration Statement, the Prospectus or
any amendment or supplement thereto, when such documents were or are filed with the Commission under the Securities Act or the
Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material
respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 


(d) Financial
Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present
fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as
of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the
Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent
basis during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries (as
defined below) contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing
Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent with the financial statements and
books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included
or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference
as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or
contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits
thereto), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined
by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K
under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 


(e) Conformity
with EDGAR Filing. The Prospectus delivered to Agent for use in connection with the sale of the Placement Shares pursuant
to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via
EDGAR, except to the extent permitted by Regulation S-T.


 


(f) Organization.
The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good standing under the
laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified
as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their
respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification,
and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective
businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good
standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects,
stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially
interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).


 




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(g) Subsidiaries.
The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”), are the Company’s
only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as
set forth in Schedule 4, the Company owns, directly or indirectly, all of the equity interests of the Subsidiaries free
and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity
interests of the Subsidiaries are validly issued, and are fully paid, nonassessable and free of preemptive and similar rights.
No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from
the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the
Company.


 


(h) No
Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries
are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority,
except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under
any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder
where such default would have a Material Adverse Effect.


 


(i) No
Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there
has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result
in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii)
any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any
Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock
or outstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course
of business.


 


(j) Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and
are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and
outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other
than the grant of additional options under the Company’s existing stock option plans, or changes in the number of outstanding
shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable
for, or convertible into, Common Stock outstanding on the date hereof) and such authorized capital stock conforms to the description
thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration
Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the
Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have outstanding any options
to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for,
or any contracts or commitments to issue or sell, any shares of capital stock or other securities.


 


(k) Authorization;
Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions
contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and
binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general
equitable principles.


 




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(l) Authorization
of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided
herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance,
security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal
or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform to the description thereof set forth in or incorporated into the Prospectus.


 


(m) No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company
of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may
be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority
(“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.


 


(n) No
Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities
Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell
to such Person any Common Stock or shares of any other capital stock or other securities of the Company, (ii) no Person has any
preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison
pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the
Company, (iii) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act
any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other
securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness
of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except as set forth in
any registration rights agreement entered into by and among the Company and the stockholders named therein in the form and substance
as filed with the SEC.


 


(o) Independent
Public Accounting Firm. Marcum LLP (the “Accountant”), whose report on the consolidated financial
statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed
with the Commission and incorporated by reference into the Registration Statement and the Prospectus, is and, during the periods
covered by its report, was an independent registered public accounting firm within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the
auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with
respect to the Company.


 


(p) Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid
and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally
and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or
state securities laws or public policy considerations in respect thereof.


 


(q) No
Litigation. Except as set forth in the SEC Documents, there are no actions, suits or proceedings by or before any Governmental
Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental Authority
to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject
that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and, to the Company’s
knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority
or threatened by others; and (i) there are no current or pending audits or investigations, actions, suits or proceedings by or
before any Governmental Authority that are required under the Securities Act to be described in the Prospectus that are not so
described; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits
to the Registration Statement that are not so filed.


 




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(r) Consents
and Permits. The Company and its Subsidiaries have made all filings, applications and submissions required by, possesses and
is operating in compliance with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions,
marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental
Authority necessary for the ownership or lease of their respective properties or to conduct its businesses as described in the
Registration Statement and the Prospectus (collectively, “Permits”), except for such Permits the failure
of which to possess, obtain or make the same would not reasonably be expected to have a Material Adverse Effect; the Company and
its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance
would not reasonably be expected to have a Material Adverse Effect; all of the Permits are valid and in full force and effect,
except where any invalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect;
and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation, revocation, cancellation,
suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, or has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in the ordinary course.


 


(s) Regulatory
Filings. Except as set forth on Schedule 6(s), neither the Company nor any of its Subsidiaries has failed to file with the
applicable Governmental Authorities any required filing, declaration, listing, registration, report or submission, except for
such failures that, individually or in the aggregate, would not have a Material Adverse Effect; all such filings, declarations,
listings, registrations, reports or submissions were in compliance with applicable laws when filed and no deficiencies have been
asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports
or submissions, except for any deficiencies that, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


 


(t) Intellectual
Property. The Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents,
patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions,
trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual
Property”), necessary for the conduct of their respective businesses as now conducted except to the extent that
the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually
or in the aggregate, have a Material Adverse Effect. (i) There are no rights of third parties to any such Intellectual Property
owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of
any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property,
and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv)
there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the
validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark,
copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party
U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35
U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being owned by or
licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms of each agreement pursuant to
which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and
effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or any such pending
or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material Adverse Effect.


 


(u) Market
Capitalization. At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements
for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Company
is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar
months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined
in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity
that is not a shell company.


 




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(v) No
Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed
money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange
Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking
fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental
on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


(w) Certain
Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers or controlling
persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause
or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Placement Shares.


 


(x) Broker/Dealer
Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls
or is a “person associated with a member” or “associated person of a member” (within the meaning set forth
in the FINRA Manual).


 


(y) No
Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.


 


(z) Taxes.
The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required
to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not
being contested in good faith, except where the failure to so file or pay would not reasonably be expected to have a Material
Adverse Effect. No tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any
federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against
it which would reasonably be expected to have a Material Adverse Effect.


 


(aa) Title
to Real and Personal Property. The Company and its Subsidiaries have good and marketable title in fee simple to all items
of real property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus
as being owned by them, in each case free and clear of all liens, encumbrances and claims, except those matters that (i) do not
materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or
(ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal
property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held
by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed
to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or
in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with
all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and
laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate,
reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the
Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received
from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company
and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that
would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property
by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.


 




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(bb) Environmental
Laws. The Company and its Subsidiaries: (i) are in compliance with any and all applicable federal, state, local and foreign
laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous
or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii)
have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses as described in the Registration Statement and the Prospectus; and (iii) have not
received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous
or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for
any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually
or in the aggregate, have a Material Adverse Effect.


 


(cc) Disclosure
Controls. Except as set forth in the SEC Documents, the Company and each of its Subsidiaries maintain systems of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Documents, the Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal
control over financial reporting. Since the date of the latest audited financial statements of the Company included in the Prospectus,
there has been no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set forth
in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and
15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the
Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during
the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being
prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls
and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such
date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently
ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date and, except as set forth in the SEC Documents, the disclosure controls and procedures are
effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such
term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors
that could significantly affect the Company’s internal controls.


 


(dd) Sarbanes-Oxley.
There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former
principal executive officer of the Company and each former principal financial officer of the Company as applicable) has made
all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements
and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal
executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley
Act.


 


(ee) Finder’s
Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions
or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to Agent
pursuant to this Agreement.


 


(ff) Labor
Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.


 


(gg) Investment
Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement
Shares, will be an “investment company” or an entity “controlled” by an “investment company,”
as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 




    	-10-



    	 



    

 


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


 


(ii) Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or
any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or
limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected
to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including
those Off-Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis
of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus
which have not been described as required.


 


(jj) Underwriter
Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”
or continuous equity transaction.


 


(kk) ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to
by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been
maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result
in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or
administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302
of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or
not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.


 


(ll) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(mm) Agent
Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted
under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect,
provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent
the Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal”
or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales
by the Agent.


 


(nn) Margin
Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the
Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of Governors.


 


(oo) Insurance.
The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company
and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for companies
engaged in similar businesses in similar industries.


 




    	-11-



    	 



    

 


(pp) No
Improper Practices. (i) Neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or
any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or
any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed
fully to disclose any contribution in violation of applicable law) or made any contribution or other payment to any official of,
or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public
duty in violation of any applicable law or of the character required to be disclosed in the Prospectus; (ii) no relationship,
direct or indirect, exists between or among the Company or any Subsidiary or any affiliate of any of them, on the one hand, and
the directors, officers and stockholders of the Company or any Subsidiary, on the other hand, that is required by the Securities
Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or
indirect, exists between or among the Company or any Subsidiary or any affiliate of them, on the one hand, and the directors,
officers, or stockholders of the Company or any Subsidiary, on the other hand, that is required by the rules of FINRA to be described
in the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances
or material guarantees of indebtedness by the Company or any Subsidiary to or for the benefit of any of their respective officers
or directors or any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement
agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or
any Subsidiary to alter the customer’s or supplier’s level or type of business with the Company or any Subsidiary
or (B) a trade journalist or publication to write or publish favorable information about the Company or any Subsidiary or any
of their respective products or services, and, (vi) neither the Company nor any Subsidiary nor any director, officer or employee
of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf
of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption
Laws”), (B) illegally promised, offered, provided, attempted to provide or authorized the provision of anything of value,
directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the
recipient, or securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or
retained any funds in violation of any Anti-Corruption Laws.


 


(qq) Status
Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.


 


(rr) No
Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and
as of each Applicable Time (as defined in Section 23 below), 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 incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not
apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by the Agent specifically for use therein.


 


(ss) No
Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation
of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof
and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will
constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be
bound or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as
may have been waived and (ii) such conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse
Effect; nor will such action result (x) in any violation of the provisions of the organizational or governing documents of the
Company, or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable to the
Company or of any Governmental Authority having jurisdiction over the Company.


 




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(tt) Sanctions.
(i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”)
or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in
this paragraph (uu), “Person”) that is, or is owned or controlled by a Person that is:


 


(A)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control
(“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant
sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons
List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions”), nor


 


(B)
located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with
that country or territory (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine)
(the “Sanctioned Countries”)).


 


(ii)
The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:


 


(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or


 


(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise).


 


(iii)
The Entity represents and covenants that for the past 5 years, it has not engaged in, is not now engaging in, and will not engage
in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction
is or was the subject of Sanctions or is or was a Sanctioned Country.


 


(uu) Stock
Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to
be paid in connection with the sale and transfer of the Placement Shares to be sold 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 fully complied with.


 


(vv) Compliance
with Laws. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing,
labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the
Company or its Subsidiaries (“Applicable Laws”), except as could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; (B) has not received any notice of adverse finding, warning letter,
untitled letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any
Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto
required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and
such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations;
(D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other
action from any Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable
Laws or Authorizations and has no knowledge that any such Governmental Authority or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any Governmental Authority
has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that
any such Governmental Authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable
Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and correct on the date filed in all material respects (or were corrected or supplemented by a subsequent
submission); and (G), to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such
notice or action.


 




    	-13-



    	 



    

 


(ww) Statistical
and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement and Prospectus
are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s good
faith estimates that are made on the basis of data derived from such sources.


 


(xx) Cyber
Security. (i) To the Company’s knowledge, there has been no material security breach or other material compromise of
or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including
the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them),
equipment or technology (collectively, “IT Systems and Data”) and the Company has not been notified of, and has no
knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material
compromise to their IT Systems and Data; (ii) the Company is presently in compliance with all applicable laws or statutes and
all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii),
individually or in the aggregate, result in a Material Adverse Effect; and (iii) the Company has implemented backup and disaster
recovery technology consistent with industry standards and practices.


 


Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection
with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the
matters set forth therein.


 


7. Covenants
of the Company. The Company covenants and agrees with Agent that:


 


(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement
Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the
time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed
with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request
by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii)
the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements
to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection
with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to
make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to
rely on the representations and warranties made by the Company in this Agreement and provided, further, that the
only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement
until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration
Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible
into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing
and the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection
shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations
and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall
have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and
the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated
by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company
will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable
paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be
filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file
or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable
opinion or reasonable objections, shall be made exclusively by the Company).


 




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(b) Notice
of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation
or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the
Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment
or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of
the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus.


 


(c) Delivery
of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to
be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply
with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any
information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply
with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly
of all such filings. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement
the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Agent to suspend
the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement
or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance.


 


(d) Listing
of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its commercially reasonable efforts
to cause the Placement Shares to be listed on the Exchange.


 


(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the Company)
copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the
Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable
and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish
copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however,
that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document
is available on EDGAR.


 


(f) Earning
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not
later than 15 months after the end of the Company’s current fiscal quarter, an earning statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g) Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 




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(h) Notice
of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell,
sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase
or acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on
which any Placement Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following
the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice
has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension
or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement
Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights
to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the sixtieth (60th)
day immediately following the final Settlement Date with respect to the Placement Shares sold pursuant to such Placement Notice;
provided, however, that such restrictions will not be required in connection with the Company’s issuance or
sale of (i) Common Stock, options to purchase, or rights to acquire, Common Stock or Common Stock issuable upon the exercise or
vesting of options or rights to acquire Common Stock, pursuant to any employee or director stock option or benefits plan, stock
ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment
plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities
or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available
on EDGAR or otherwise in writing to the Agent and (iii) Common Stock or securities convertible into or exchangeable for shares
of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after
the date of this Agreement which are not issued for capital raising purposes.


 


(i) Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.


 


(j) Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available
documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent
may reasonably request.


 


(k) Required
Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require,
the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the
Securities Act (each and every filing date under Rule 424(b), a “Filing Date”), which prospectus supplement
will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company
and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver such number of
copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the
rules or regulations of such exchange or market.


 


(l) Representation
Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) each time the Company:


 


(i) files
the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to
an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement
Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference
into the Registration Statement or the Prospectus relating to the Placement Shares;


 


(ii) files
an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a
material amendment to the previously filed Form 10-K);


 


(iii) files
its quarterly reports on Form 10-Q under the Exchange Act; or


 




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(iv) files
a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under
the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines
that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form and
substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent
and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented.
The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring
at a time no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers
instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date
on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides
to sell Placement Shares following a Representation Date and did not provide the Agent with a certificate under this Section
7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement
Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section
7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.


 


(m) Legal
Opinion. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver
is applicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion
and a negative assurance letter of its General Counsel (“Company Counsel”), or other counsel satisfactory
to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided
to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended
or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion and
one negative assurances letter hereunder per calendar quarter; provided, further, that in lieu of such opinions
or negative assurances letters for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter
(a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion or negative assurances
letter delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements
in such prior opinion or negative assurances letter shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented as of the date of the Reliance Letter).


 


(n) Comfort
Letter. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver
is applicable and excluding the date of this Agreement, the Company shall cause its independent registered public accounting firm
to furnish the Agent a letter (the “Comfort Letter”), dated the date the Comfort Letter is delivered,
which shall meet the requirements set forth in this Section 7(n); provided, that if requested by the Agent, the
Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any
material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from
the Company’s independent registered public accounting firm shall be in a form and substance reasonably satisfactory to
the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities
Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered
public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial
Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date
and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date
of such letter.


 


(o) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or
pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.


 


(p) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of its
Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment
company,” as such term is defined in the Investment Company Act.


 




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(q) No
Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity
as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement
Shares hereunder.


 


(r) Blue
Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent,
to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption
for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities
laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications
and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one
year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which
it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be,
in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the
date of this Agreement).


 


(s) Sarbanes-Oxley
Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain
internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP and including those policies and procedures
that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation
of the Company’s consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the
Company are being made only in accordance with management’s and the Company’s directors’ authorization, and
(iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on its financial statements. The Company and the Subsidiaries will
maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley
Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms, 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 Exchange Act
is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to
ensure that material information relating to the Company or the Subsidiaries is made known to them by others within those entities,
particularly during the period in which such periodic reports are being prepared.


 


(t) Secretary’s
Certificate; Further Documentation. On or prior to the date of the first Placement Notice, the Company shall deliver to the
Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date,
certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of
the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of
the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents
contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to
the Agent such further information, certificates and documents as the Agent may reasonably request.


 




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8.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement,
including (i) the preparation and filing of the Registration Statement, including any fees required by the Commission, and the
printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number
as the Agent shall deem necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may
be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation,
issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer
taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement
Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable
fees and expenses of Agent including, but not limited to, the reasonable fees and expenses of the counsel to the Agent in an amount
not to exceed $20,000, (vi) the qualification or exemption of the Placement Shares under state securities laws in accordance with
the provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the
printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments
or supplements thereto in such number as the Agent shall deem necessary, (viii) the preparation, printing and delivery to the
Agent of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for the Common Stock, (x)
the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including the fees
of the Agent’s counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses incurred in connection
with the listing of the Placement Shares on the Exchange.


 


9.
Conditions to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject
to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance
by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its
reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional
conditions:


 


(a)
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the
(i) resale of all Placement Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all Placement Shares contemplated
to be issued by any Placement Notice.


 


(b)
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of
any request for additional information from the Commission or any other federal or state Governmental Authority during the period
of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements
to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental
Authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for
that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or
the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires the making of any changes in the Registration Statement, the Prospectus or documents so that, in the
case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus,
it will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(c)
No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 






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(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the
Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material
Adverse Effect or any development that would reasonably be expected to result in a Material Adverse Effect, or a downgrading in
or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating
organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of
the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a
rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation
or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of
the Placement Shares on the terms and in the manner contemplated in the Prospectus.


 


(e)
Legal Opinions. The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section
7(m) on or before the date on which such delivery of such opinions is required pursuant to Section 7(m).


 


(f)
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n)
on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 


(g)
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section
7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(h)
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not
have been delisted from the Exchange.


 


(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l),
the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other
documents as the Agent may reasonably request. All such opinions, certificates, letters and other documents will be in compliance
with the provisions hereof.


 


(j)
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been
filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed
for such filing by Rule 424.


 


(k)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only
to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange
at, or prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any
objections thereto.


 


(l)
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation
allowable or payable to the Agent as described in the Prospectus.


 


(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 12(a).


 


10.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective
partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:


 


(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included
in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 






    	-20-



    	 



    

 


(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission; provided that (subject to Section 10(d) below) any such settlement is effected with the written consent
of the Company, which consent shall not unreasonably be delayed or withheld; and


 


(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority,
commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above,


 


provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity
with the Agent Information (as defined below).


 


(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the
Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described
in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment
or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.
The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in the
Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the
statements set forth in the sixth and seventh paragraphs under the caption “Plan of Distribution” in the Prospectus
(the “Agent Information”).


 


(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability
that it may have to any indemnified party under the foregoing provision of this Section 10 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action
is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will
be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after
notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will
not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs
of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have
the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the
expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action
on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such
action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice
of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will
be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements
and other charges of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time
for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying
party promptly as they are incurred and the indemnifying party has received a written invoice relating to such fees, disbursements
and other charges. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected
without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle
or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the
matters contemplated by this Section 10 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably
satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim
and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.


 






    	-21-



    	 



    

 


(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall
be liable for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1)
such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being
entered into and (3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.


 


(e)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held
to be unavailable or insufficient from the Company or the Agent, the Company and the Agent will contribute to the total losses,
claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted but after deducting any contribution
received by the Company from persons other than the Agent, such as persons who control the Company within the meaning of the Securities
Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution)
to which the Company and the Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits
received by the Company on the one hand and the Agent on the other hand. The relative benefits received by the Company on the
one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale
of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the Agent
from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence
is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand,
and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the
Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this
Section 10(e) were to be determined by pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 10(e) shall
be deemed to include, for the purpose of this Section 10(e), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 10(c)
hereof. Notwithstanding the foregoing provisions of this Section 10(e), the Agent shall not be required to contribute any
amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls a party to this
Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of the Agent, will
have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed
the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof.
Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect
of which a claim for contribution may be made under this Section 10(e), will notify any such party or parties from whom
contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be
sought from any other obligation it or they may have under this Section 10(e), except to the extent that the failure to
so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought.
Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable for
contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
10(c) hereof.


 






    	-22-



    	 



    

 


11.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10
of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling
persons, or the Company (or any of their respective officers, directors, employees or controlling persons), (ii) delivery and
acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


12.
Termination.


 


(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change,
or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties,
earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material
and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the
Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial or economic conditions, in each case the effect
of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to
enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the
Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading
have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter
market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the
United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or
New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions
of Section 8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section 11 (Representations
and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (Consent
to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate
this Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section
13 (Notices).


 


(b)
The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and
Section 18 hereof shall remain in full force and effect notwithstanding such termination.


 


(c)
The Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and
Section 18 hereof shall remain in full force and effect notwithstanding such termination.


 






    	-23-



    	 



    

 


(d)
This Agreement shall remain in full force and effect until January 9, 2021, unless terminated pursuant to Sections 12(a),
(b), or (c) above or otherwise by mutual agreement of the parties; provided, however, that any such
termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11,
Section 17 and Section 18 shall remain in full force and effect.


 


(e)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or
the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares,
such Placement Shares shall settle in accordance with the provisions of this Agreement.


 


13.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


The
Benchmark Company, LLC


150
East 58th Street, 17th Floor


New
York, New York 10155


Attention:


Facsimile:


 


with
a copy to:


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, New York 10112


Attention:
Richard A. Friedman


Facsimile:
(212) 653-8701


 


and
if to the Company, shall be delivered to:


 


Taronis
Technologies, Inc.


300
W. Clarendon Avenue, Ste. 230


Phoenix,
Arizona 85013


Attention:
Tyler B. Wilson, Esq.


Email:
tylerwilson@taronistech.com


 


Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new
address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable
facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such
day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized
overnight courier (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid), and (iv) by Electronic Notice (as set forth in the next paragraph). For purposes of this
Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City
of New York are open for business.


 


An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section
13 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed
received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving
Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic
Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for
Nonelectronic Notice.


 






    	-24-



    	 



    

 


14.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and
their respective successors and the parties referred to in Section 10 hereof. References to any of the parties contained in this
Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party;
provided, however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without
obtaining the Company’s consent.


 


15.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement
Shares.


 


16.
Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto
and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous
agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force
and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions
herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to
the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with
the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver
in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power, or privilege hereunder.


 


17.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.
CONSENT TO JURISDICTION. 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 WITH
ANY TRANSACTION CONTEMPLATED HEREBY, 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
(CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR 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.


 


19.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile or electronic transmission.


 






    	-25-



    	 



    

 


20.
Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof.
References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall
be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority
as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and
regulations promulgated thereunder.


 


21.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written
consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company,
it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus,
or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with
the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and
agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined
in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,
including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties
hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.


 


22.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)
the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each
transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship
between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any
other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions
contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters,
and the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations
expressly set forth in this Agreement;


 


(b)
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


(c)
neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions
contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate;


 


(d)
it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the
Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and


 


(e)
it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that
the Agent and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in
respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the
Company, employees or creditors of Company.


 


23.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement
and (iii) each Settlement Date.


 


“Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political
subdivision of any of the foregoing.


 






    	-26-



    	 



    

 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating
to the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show”
that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with
the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement
Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under
the Securities Act Regulations.


 


“Rule
164,” “Rule 172,” “Rule 405,” “Rule 415,”
“Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule
433” refer to such rules under the Securities Act Regulations.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information that is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer
Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed
with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references
in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers”
or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent
outside of the United States.


 


[Signature
Page Follows]


 




    	-27-



    	 



    

 


If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.


 





	 	Very
    truly yours,
	 	 	 
	 	TARONIS
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/
    Scott Mahoney
	 	Name:	Scott
    Mahoney
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	ACCEPTED
    as of the date first-above written:
	 	 	 
	 	THE
    BENCHMARK COMPANY, LLC
	 	 	 
	 	By:	/s/
    John Borer
	 	Name:	John
    Borer
	 	Title:	Senior
    Managing Director




 




    	-28-



    	 



    

 


SCHEDULE
1


 


Form
of Placement Notice


 


From:
Taronis Technologies, Inc.


 


To:
The Benchmark Company, LLC


Attention:
David Cohen, Managing Director


   Jamil
Aboumeri, Managing Director


 


Subject:
Placement Notice


 


Date:
[•], 2020


 


Ladies
and Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the Sales Agreement between Taronis Technologies, Inc., a Delaware corporation
(the “Company”), and The Benchmark Company, LLC (“Agent”), dated [•],
2020, the Company hereby requests that the Agent sell up to [•] of the Company’s common stock, par value $0.001 per
share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month,
day, time].


 




    	-29-



    	 



    

 


SCHEDULE
2


 


Compensation


 


The
Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 5.0%
of the aggregate gross proceeds from each sale of Placement Shares.


 




    	-30-



    	 



    

 


SCHEDULE
3


 


Notice
Parties


 


The
Company


 


Scott
Mahoney


 


Tyler
B. Wilson


 


The
Agent


 


David
Cohen


 


Jamil
Aboumeri


 




    	-31-



    	 



    

 


SCHEDULE
4


 


Subsidiaries


 


The
following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary.


 


	 	 	JURISDICTION
 OF
 INCORPORATION	 	 	COMPANY 
 OWNED BY
 PERCENTAGE	 
	 	 	 	 	 	 	 
	Water Pilot, LLC (1)	 	 	Florida	 	 	 	51	%
	 	 	 	 	 	 	 	 	 
	Taronis Health, Inc.	 	 	Delaware	 	 	 	100	%
	 	 	 	 	 	 	 	 	 
	MagneGas IP, LLC (1)	 	 	Delaware	 	 	 	100	%
	 	 	 	 	 	 	 	 	 
	Taronis Water Technologies, Inc.	 	 	Delaware	 	 	 	100	%



 


	 	(1)	The
    equity interests of this entity are assessable and contain preemptive or similar rights. 



 



    	-32-



    	 



    

 


SCHEDULE
6(S)


 


Regulatory
Filings


 


On
January 8, 2020, the Company filed a Current Report on Form 8-K (“Report”). The Report was late and should have been
filed no later than December 9, 2019.


 


On
February 11, 2020, the Company filed a Report. The earliest event contained in the Report was late and should have been filed
no later than November 22, 2019.


 




    	-33-



    	 



    

 


Form
of Representation Date Certificate Pursuant to Section 7(l)


 


The
undersigned, the duly qualified and elected [•], of Taronis Technologies, Inc., a Delaware corporation (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated
January [•], 2020 (the “Sales Agreement”), between the Company and The Benchmark Company, LLC, that to
the best of the knowledge of the undersigned:


 


(i)
The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations
and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect,
are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof,
except for those representations and warranties that speak solely as of a specific date and which were true and correct as of
such date and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true
and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect
as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific
date and which were true and correct as of such date; provided, however, that such representations and warranties
also shall be qualified by the disclosure included or incorporated by reference in the Registration Statement and Prospectus;
and


 


(ii)
The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to
the Sales Agreement at or prior to the date hereof.


 


Capitalized
terms used herein without definition shall have the meanings given to such terms in the Sales Agreement.


 


	 	 	 
	 	TARONIS
    TECHNOLOGIES, INC. 
	 	 	 
	 	By:
    	                                   
	 	Name:	 
	 	Title:	 


Date:
[•]


 




    	-34-



    	 



    

 


Exhibit
21


 


Permitted
Free Writing Prospectus


 


None.


 











    	-35-