8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 4, 2020

Registrant’s Telephone Number, Including Area Code: (972) 464-0004

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2020, Quest Resource Holding Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with those accredited investors, including certain affiliates of the Company’s Chairman of the Board, identified on the signature pages thereto (the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 2,950,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), in a registered direct offering (the “Registered Direct Offering”). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-227800) originally filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2018 (as amended, the “Registration Statement”), and declared effective on April 8, 2019. A copy of the press release announcing the Registered Direct Offering is attached hereto as Exhibit 99.1.

The purchase price for one Share in the Registered Direct Offering was $1.15, and closing of the Registered Direct Offering is expected to occur on or about August 7, 2020. The Company expects the gross proceeds from the Registered Direct Offering to be $3,392,500. The Company intends to use the net proceeds of the Registered Direct Offering to finance potential future acquisitions and for general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Commission.

In connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”), pursuant to which the Company will pay the Placement Agent a commission rate equal to 6.0% of the aggregate gross proceeds from each sale of Shares. The Company will also reimburse the Placement Agent for up to $50,000 of expenses incurred by them in connection with the Registered Direct Offering.

Each of the Company’s officers, directors and certain affiliates of the Company’s Chairman of the Board have agreed that for a period of ninety (90) days after the date of the final prospectus supplement related to the Registered Direct Offering, they will be subject to a lockup prohibiting certain sales, transfers or hedging transactions in the Company’s securities held by them pursuant to a Lock-Up Agreement.

The foregoing descriptions of the material terms of the Purchase Agreement, the Placement Agency Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the form of Purchase Agreement, the Placement Agency Agreement and the form of Lock-Up Agreement, copies of which are attached herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

The legal opinion, including the related consent, of Olshan Frome Wolosky LLP relating to the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the amount of proceeds expected from the Registered Direct Offering. The risks and uncertainties involved include the Company’s financial position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by U.S. federal securities law.

Item 9.01. Financial Statements andExhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 5.1

August 5, 2020

Quest Resource Holding Corporation

3481 Plano Parkway

The Colony, Texas 75056

Ladies and Gentlemen:

We are acting as counsel for Quest Resource Holding Corporation, a Nevada corporation (the “Company”), in connection with the offering of 2,950,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that may be sold pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-227800) (the “Registration Statement”), originally filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on October 12, 2018, and declared effective by the Commission on April 8, 2019, the related prospectus included within the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated August 4, 2020, and to be filed with the Commission pursuant to Rule 424(b)(3) of the Rules and Regulations of the Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are together referred to as the “Prospectus.” The Shares are to be sold as described in the Registration Statement and the Prospectus.

We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this letter. Based on the foregoing, we are of the opinion that the shares of Common Stock being offered by the Company and which are being registered in the Registration Statement have been duly authorized, and when distributed and sold in the manner referred to in the Registration Statement and the Prospectus, and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 10.1 SECURITIESPURCHASE AGREEMENTThis Securities PurchaseAgreement (this “Agreement”) is dated as of August 5, 2020, between Quest Resource Holding Corporation, aNevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, includingits successors and assigns, a “Purchaser” and collectively the “Purchasers”).WHEREAS, subject tothe terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act(as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desiresto purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).NOW, THEREFORE, INCONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt andadequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:ARTICLE I.DEFINITIONS1.1             Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, thefollowing terms have the meanings set forth in this Section 1.1:“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under commoncontrol with a Person as such terms are used in and construed under Rule 405 under the Securities Act.“BaseProspectus” means such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness,together with any preliminary prospectus supplement relating to the Offering.“Boardof Directors” means the board of directors of the Company.“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States orany day on which banking institutions in the State of New York are authorized or required by law or other governmental action toclose; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required bylaw to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” orany other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.“Closing”means the closing of the purchase and sale of the Shares pursuant to Section 2.1. 1 “ClosingDate” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicableparties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later thanthe second (2^nd^) Trading Day following the date hereof.“Commission”means the United States Securities and Exchange Commission.“CommonStock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into whichsuch securities may hereafter be reclassified or changed.“CommonStock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof toacquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrumentthat is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, CommonStock.“CompanyCounsel” means Olshan Frome Wolosky LLP, with offices located at 1325 Avenue of the Americas, New York, NY 10019.“CompanyIntellectual Property” shall have the meaning ascribed to such term in Section 3.1(r).“Contracts”shall have the meaning ascribed to such term in Section 3.1(d).“DisclosureSchedules” means the Disclosure Schedules of the Company delivered concurrently herewith.“DisclosureTime” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time)and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately followingthe date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signedbetween midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New YorkCity time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.“DLAPiper” means DLA Piper LLP (US), with offices located at 2525 East Camelback Road, Esplanade II Suite 1000, Phoenix,AZ 85016-4232.“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.“FinalProspectus” means the final prospectus supplement, in the form in which it will be filed with the Commission pursuantto Rule 424(b) (including the Base Prospectus as it may be amended or supplemented) and delivered by the Company to each Purchaserat the Closing. 2 “FINRA”means the Financial Industry Regulatory Authority.“FCPA”means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.“GAAP”shall have the meaning ascribed to such term in Section 3.1(h).“GovernmentalEntity” shall have the meaning ascribed to such term in Section 3.1(l).“Indebtedness”shall have the meaning ascribed to such term in Section 3.1(ee).“Liens”means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.“MaterialAdverse Effect” shall have the meaning assigned to such term in Section 3.1(b).“MoneyLaundering Laws” shall have the meaning ascribed to such term in Section 3.1(oo).“OFAC”shall have the meaning ascribed to such term in Section 3.1(ll).“Offering”shall have the meaning ascribed to such term in the recitals.“Permits”shall have the meaning ascribed to such term in Section 3.1(p).“PerShare Purchase Price” equals $1.15, subject to adjustment for reverse and forward stock splits, stock dividends, stockcombinations and other similar transactions of the Common Stock that occur after the date of this Agreement.“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liabilitycompany, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.“PlacementAgent” means Roth Capital Partners, LLC.“PPPLoan” shall have the meaning ascribed to such term in Section 3.1(qq).“Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partialproceeding, such as a deposition), whether commenced or threatened.“PurchaserParty” shall have the meaning ascribed to such term in Section 4.7. 3 “RegistrationStatement” means the effective registration statement with Commission file No. 333-227800 which registers the sale ofthe Shares.“RequiredApprovals” shall have the meaning ascribed to such term in Section 3.1(e).“Rule144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpretedfrom time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purposeand effect as such Rule.“Rule424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpretedfrom time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purposeand effect as such Rule.“SECReports” shall have the meaning ascribed to such term in Section 3.1(h).“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.“Shares”means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.“ShortSales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shallnot be deemed to include locating and/or borrowing shares of Common Stock).“SubscriptionAmount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified belowsuch Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”in United States dollars and in immediately available funds.“Subsidiary”means any subsidiary of the Company identified on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2019.“Timeof Sale Disclosure Package” means the Base Prospectus, any preliminary prospectus supplement, any subscription agreementbetween the Company and the Purchasers, and any issuer free writing prospectus as defined in Rule 433 of the Securities Act, ifany, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.“TradingDay” means a day on which the principal Trading Market is open for trading. 4 “TradingMarket” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading onthe date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,or the New York Stock Exchange.“TransactionDocuments” means this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreementsexecuted in connection with the transactions contemplated hereunder.“TransferAgent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailingaddress of 1 State Street, 30^th^ Floor, New York, New York 10004 and any successor transfer agent of the Company.ARTICLE II.PURCHASE AND SALE2.1              Closing.On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with theexecution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally andnot jointly, agree to purchase, up to an aggregate of up to $3,392,500 of Shares. Each Purchaser’s Subscription Amount as setforth on the signature page hereto executed by such Purchaser shall be made available for “Delivery VersusPayment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to eachPurchaser its respective Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closingshall occur at the offices of DLA Piper or such other location as the parties shall mutually agree. Unless otherwise directedby the Placement Agent (which direction will not be given by the Placement Agent with respect to a particular Purchaserwithout such Purchaser’s written consent), settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Companyshall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly tothe account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shallpromptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the PlacementAgent (or its clearing firm) by wire transfer to the Company).2.2             Deliveries.(a)              On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:(i)              this Agreement duly executed by the Company;(ii)             a legal opinion of Company Counsel, substantially in the form of Exhibit A attached hereto;(iii)           subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wireinstructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company; 5 (iv)            subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing theTransfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of suchPurchaser; and(v)              the Base Prospectus and Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).(b)              On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:(i)                this Agreement duly executed by such Purchaser; and(ii)             such Purchaser’s Subscription Amount with respect to the Shares purchased by such Purchaser, which shall be made availablefor DVP settlement with the Company or its designee.2.3             Closing Conditions.(a)       Theobligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:(i)                the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or MaterialAdverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers containedherein (unless as of a specific date therein in which case they shall be accurate as of such date);(ii)             all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shallhave been performed; and(iii)           the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.(b)              The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditionsbeing met:(i)                the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or MaterialAdverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company containedherein (unless as of a specific date therein in which case they shall be accurate as of such date);(ii)             all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shallhave been performed; 6 (iii)           the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;(iv)            there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and(v)              from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission orThe Nasdaq Stock Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P.shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reportedby such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or NewYork State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or internationalcalamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in thereasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.ARTICLE III.REPRESENTATIONS AND WARRANTIES3.1             Representations and Warranties of the Company. Except as set forth in the SEC Reports (as defined below) or the DisclosureSchedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made hereinto the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes thefollowing representations and warranties to each Purchaser:(a)               Subsidiaries. The Companyowns, directly or indirectly, all of the capital stock or other equity interests of each of its Subsidiaries free and clear ofany Liens, and all of the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid,non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.(b)              Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwiseorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, withthe requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articlesof incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualifiedto conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature ofthe business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualifiedor in good standing, as the case may be, would not result in: (i) a material adverse effect on the legality, validity or enforceabilityof any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or financial conditionof the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to performin any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “MaterialAdverse Effect”); and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing orseeking to revoke, limit or curtail such power and authority or qualification. 7 (c)              Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummatethe transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligationshereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Companyand the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary actionon the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholdersin connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other TransactionDocument to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered inaccordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable againstthe Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)insofar as indemnification and contribution provisions may be limited by applicable law.(d)              No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other TransactionDocuments to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplatedhereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’scertificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, result in anyviolation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default)under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of timeor both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”)or obligation to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiaryis bound or affected, (iii) conflict with, or constitute a default (or an event that with notice or lapse of time or both wouldbecome a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (withor without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company orSubsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any propertyor asset of the Company or any Subsidiary is bound or affected, or (iv) subject to the Required Approvals, conflict with or resultin a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmentalauthority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or bywhich any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii), (iii)and (iv), such as would not result in a Material Adverse Effect. 8 (e)              Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or orderof, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmentalauthority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,other than: (i) the filings required pursuant to Section 4.3 of this Agreement, (ii) the filing with the Commission of the FinalProspectus, (iii) application(s) to each applicable Trading Market for the listing of the Shares for trading thereon in the timeand manner required thereby, (iv) such filings as are required to be made under applicable state securities laws and the rulesof the FINRA and (v) such consents, approvals, orders, authorizations and filings the failure of which to make or obtain wouldnot have a Material Adverse Effect (collectively, the “Required Approvals”).(f)               Issuance of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordancewith the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of allLiens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of CommonStock issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with therequirements of the Securities Act, which became effective on April 8, 2019 (the “Effective Date”), includingthe Base Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The RegistrationStatement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the RegistrationStatement or suspending or preventing the use of the Base Prospectus has been issued by the Commission and no proceedings for thatpurpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required bythe rules and regulations of the Commission, shall file the Final Prospectus with the Commission pursuant to Rule 424(b). At thetime the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date,the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements ofthe Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any amendmentsor supplements thereto, at the time the Base Prospectus or any amendment or supplement thereto was issued and at the Closing Date,conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not containan untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the RegistrationStatement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transactionrequirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve(12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3. 9 (g)              Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Timeof Sale Disclosure Package and the Final Prospectus. The Company has an authorized capitalization as set forth in the RegistrationStatement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stockof the Company (including the Shares) are duly authorized and validly issued, fully paid and nonassessable, and have been issuedin compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Timeof Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each Subsidiary of the Companyhave been duly and validly authorized and issued, are fully paid and non-assessable and the Registration Statement, the Time ofSale Disclosure Package and the Final Prospectus, are owned directly or indirectly by the Company, free and clear of all liens,encumbrances, equities or claims. Except for the issuances of options or restricted stock in the ordinary course of business, sincethe respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package orthe Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants,agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of theCompany. The Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable,will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rightsand will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of SaleDisclosure Package and the Final Prospectus.(h)              SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documentsrequired to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation tofile such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, togetherwith the Base Prospectus and the Final Prospectus, being collectively referred to herein as the “SEC Reports”)on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expirationof any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements ofthe Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statementof a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subjectto Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all materialrespects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effectat the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accountingprinciples applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specifiedin such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotesrequired by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiariesas of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case ofunaudited statements, to normal, immaterial, year-end audit adjustments. 10 (i)                Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, (i)neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, orentered into any material transactions other than in the ordinary course of business, (ii) the Company has not declared or paidany dividends or made any distribution of any kind with respect to its capital stock; (iii) there has not been any change in thecapital stock of the Company or any of its Subsidiaries (other than a change in the number of outstanding shares of Common Stockdue to the issuance of shares upon the exercise of outstanding options or warrants, upon the conversion of outstanding shares ofpreferred stock or other convertible securities or upon the issuance of restricted stock awards, restricted stock units, or stockappreciation rights under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business),(iv) there has not been any material change in the Company’s long-term or short-term debt, and (v) there has not been theoccurrence of any Material Adverse Effect.(j)                No Undisclosed Contracts; Descriptions of Contracts. There is no Contract required by the Securities Act to be describedin the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to theRegistration Statement which is not so described or filed therein as required. All descriptions of any such Contracts or documentscontained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusare accurate and complete descriptions of such documents in all material respects. Other than as described in the RegistrationStatement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated forconvenience or default by the Company, its Subsidiaries, or any of the other parties thereto, and neither the Company nor its Subsidiarieshas received notice, or has knowledge, of any such pending or threatened suspension or termination, except for such pending orthreatened suspensions or terminations that would not have a Material Adverse Effect.(k)              No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any ofits Subsidiaries on the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliersof the Company or any of its Subsidiaries on the other hand, which is required to be described in the Registration Statement, theTime of Sale Disclosure Package or the Final Prospectus and which is not so described. 11 (l)                Absence of Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package orthe Final Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit or proceeding to which theCompany or any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries is thesubject before or by any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, bodyor agency (whether foreign or domestic) having jurisdiction over the Company or its Subsidiaries or any of their respective properties,assets or operations (a “Governmental Entity”) which would have a Material Adverse Effect.(m)            Employment Matters. There is no unfair labor practice complaint pending against the Company or its Subsidiaries,nor to the Company’s knowledge, threatened against it, before the National Labor Relations Board, any state or local laborrelation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collectivebargaining agreement is so pending against the Company or its Subsidiaries, or, to the Company’s knowledge, threatened againstthe Company or its Subsidiaries. No labor dispute or disturbance with the employees of the Company, employees of the Subsidiaries,or, to the actual knowledge of the Company, material subcontractors of the Company or its Subsidiaries exists or, to the knowledgeof the Company, is threatened or imminent, in each case that would have a Material Adverse Effect. The Company is not aware thatany key employee or significant group of employees of the Company plans to terminate employment with the Company.(n)              Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event hasoccurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiaryunder), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violationof, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any ofits properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decreeor order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinanceor regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating totaxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, exceptin each case as would not result in a Material Adverse Effect.(o)              Environmental Laws. The Company and its Subsidiaries are in compliance with all foreign, federal, state and localrules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste andprotection of health and safety or the environment which are applicable to their businesses, except where the failure to complywould not have a Material Adverse Effect. To the Company’s knowledge, there has been no storage, generation, transportation,handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substancesby, due to, or caused by the Company or any of its Subsidiaries (or, to the Company’s knowledge, any other entity for whoseacts or omissions the Company or any of its Subsidiaries is or may otherwise be liable) upon any of the properties now or previouslyowned or leased by the Company or any of its Subsidiaries, or upon any other property, in violation of any law, statue, ordinance,rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule ofcommon law), regulation, order, judgment, decree or permit, give rise to a liability, except for any violation or liability whichwould not have a Material Adverse Effect. 12 (p)              Permits. The Company and each of its Subsidiaries holds, and is in compliance with, all franchises, grants, authorizations,licenses, permits, easements, consents, certificates and orders (“Permits”) of any Governmental Entity requiredfor the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold,or comply with, any of them would not have a Material Adverse Effect.(q)              Title to Assets. The Company and each of its Subsidiaries have good and marketable title to all property (whetherreal or personal) described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus as beingowned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests,other encumbrances or defects, except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Packageand the Final Prospectus or as would not have a Material Adverse Effect. The property held under lease by the Company and its Subsidiariesis held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease asdo not interfere in any material respects with the conduct of the business of the Company or its Subsidiaries.(r)               Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package orthe Final Prospectus, the Company and its Subsidiaries own or have valid, binding and enforceable licenses (subject to field ofuse and other terms and conditions contained in the applicable license agreements) for the patents and patent applications, copyrights,trademarks, trademark registrations, service marks, service mark registrations, trade names, service names and know-how (includingtrade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and allother technology and intellectual property rights that (1) are described in the Registration Statement, the Time of Sale DisclosurePackage, and the Final Prospectus as owned by or licensed to the Company or its Subsidiaries or (2) to the Company’s knowledge,are necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its Subsidiaries in themanner described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus (collectively, the“Company Intellectual Property”). Except as disclosed in the Registration Statement, the Time of Sale DisclosurePackage or the Final Prospectus, (A) the intellectual property owned by the Company or any of its Subsidiaries is free andclear of all material liens and encumbrances; (B) to the knowledge of the Company, the patents, trademarks and copyrightsowned or licensed by the Company or any of its Subsidiaries are valid, enforceable and subsisting; and (C) the Company andits Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual propertyhas been licensed to the Company or any Subsidiary, and all such agreements that have not expired or been intentionally terminatedby the Company or any Subsidiary are in full force and effect. Other than as disclosed in the Registration Statement, the Timeof Sale Disclosure Package or the Final Prospectus, (i) neither the Company nor any of its Subsidiaries is obligated to paya material royalty, grant a license or provide other material consideration to any third party in connection with the Company IntellectualProperty, (ii) no action, suit, claim or other proceeding is pending, or, to the knowledge of the Company, threatened, challengingthe validity, enforceability, scope, registration, ownership or use of any of the patents or patent applications included in theCompany Intellectual Property, or challenging the Company’s or any of its Subsidiaries’ rights in or to any CompanyIntellectual Property, (iii) neither the Company nor any of its Subsidiaries has received notice of any written claim of infringement,misappropriation or conflict with any asserted rights of others with respect to any of the Company Intellectual Property, (iv) tothe knowledge of the Company, the development, manufacture, and sale of any of the processes of the Company or any of its Subsidiariesreferred to in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus do not currently infringeany right or valid patent claim of any third party in any material respect, (v) the Company and its Subsidiaries have taken reasonablemeasures to protect their confidential information and trade secrets and to maintain and safeguard the confidentiality of the confidentialinformation and trade secrets within the Company Intellectual Property, and (vi) to the knowledge of the Company, there is no infringementby third parties of any Company Intellectual Property that would have a Material Adverse Effect. 13 (s)               Insurance. The Company and each of its Subsidiaries carries, or is covered by, insurance in such amounts and coveringsuch risks as is commercially reasonable for the conduct of its business and the value of its properties.(t)                Transactions With Affiliates and Employees. Except in connection with the transactions contemplated herein, noneof the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of theCompany or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services asemployees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of servicesto or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending ofmoney to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee,stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees forservices rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, includingstock option agreements under any stock option plan of the Company.(u)              Sarbanes-Oxley; Internal Accounting Controls. The Company is in compliance in all material respects with all applicableprovisions of the Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulationspromulgated thereunder or implementing the provisions thereof. The Company maintains systems of “internal control over financialreporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the ExchangeAct and have been designed by, or under the supervision of, its principal executive and principal financial officers, or personsperforming similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controlssufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general orspecific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformitywith GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’sgeneral or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences; and (v) the interactive data in extensible BusinessReporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package andthe Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with theCommission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements includedin the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’sinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting. The Company maintains disclosure controls and procedures that have been designed toensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executiveofficer and principal financial officer by others within those entities; and such disclosure controls and procedures of the Companyare effective. 14 (v)              Certain Fees. There are no claims, payments, issuances, arrangements or understandings for services in the natureof a finder’s, consulting or origination fee with respect to the introduction of the Company to any Placement Agent or thesale of the Shares hereunder or any other arrangements, agreements, understandings, payments or issuances with respect to the Companythat may affect the Placement Agent’s compensation, as determined by FINRA. The Purchasers shall have no obligation withrespect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in thisSection that may be due in connection with the transactions contemplated by this Agreement and the transactions contemplated pursuantto the Base Prospectus.(w)            No Fees. Except as disclosed to the Placement Agent in writing, the Company has not made any direct or indirect payments(in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration ofsuch person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) anyFINRA member, or (iii) any Person that has any direct or indirect affiliation or association with any FINRA member within the 12-monthperiod prior to the date on which the initial preliminary prospectus was filed with the Commission in connection with this Offeringor thereafter.(x)              Proceeds. None of the net proceeds of the offering will be paid by the Company to any participating FINRA memberor any affiliate or associate of any participating FINRA member, except as specifically authorized herein. 15 (y)              Investment Company. The Company is not and, after giving effect to the offering and sale of the Shares and the applicationof the net proceeds thereof, will not be an “investment company,” as such term is defined in the Investment CompanyAct of 1940, as amended.(z)              Registration Rights. No Person has the right to require registration of shares of Common Stock or other securitiesof the Company or any of its Subsidiaries within ninety days of the date hereof because of the filing or effectiveness of the RegistrationStatement or otherwise, except for persons and entities who have expressly waived such right in writing or who have been giventimely and proper written notice and have failed to exercise such right within the time or times required under the terms and conditionsof such right. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus,there are no persons with registration rights or similar rights to have any securities registered by the Company or any of itsSubsidiaries under the Securities Act.(aa)           Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the ExchangeAct, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating theregistration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplatingterminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any TradingMarket on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listingor maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeablefuture continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligiblefor electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is currentin payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with suchelectronic transfer.(bb)          Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any,in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution undera rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similarcharter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result ofthe Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, includingwithout limitation as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares. 16 (cc)           Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the TransactionDocuments, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers ortheir agents or counsel with any information that it believes constitutes or might constitute material, non-public informationwhich is not otherwise disclosed in the Final Prospectus. The Company understands and confirms that the Purchasers will rely onthe foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalfof the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplatedhereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement ofa material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of thecircumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve monthspreceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstancesunder which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has madeany representations or warranties with respect to the transactions contemplated hereby other than those specifically set forthin Section 3.2 hereof.(dd)          No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth inSection 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause thisoffering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approvalprovisions of any Trading Market on which any of the securities of the Company are listed or designated.(ee)           Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effectto the receipt by the Company of the proceeds from the sale of the Shares hereunder, (i) the Company’s assets do not constituteunreasonably small capital to carry on its business as now conducted including its capital needs taking into account the particularcapital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availabilitythereof, and (ii) to the knowledge of the Company, the current cash flow of the Company, together with the proceeds the Companywould receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficientto pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not currentlyintend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cashto be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believethat it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within oneyear from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtednessof the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other thantrade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligationsin respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balancesheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similartransactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due underleases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default in any materialrespect with respect to any Indebtedness. 17 (ff)             Taxes. Each of the Company and its Subsidiaries has (a) filed all foreign, federal, state and local tax returns (asdefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time forthe filing thereof and (b) paid all taxes (as defined below) shown as due and payable on such returns that were filed and has paidall taxes imposed on or assessed against the Company or such respective Subsidiary that are due and payable, except as currentlybeing contested in good faith and for which appropriate reserves have been established on the books and records of the Companyor any of its Subsidiaries to the extent required by GAAP. The provisions for taxes payable, if any, shown on the financial statementsincluded or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusare sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of suchconsolidated financial statements. To the knowledge of the Company, no issues have been raised (and are currently pending) by anytaxing authority in connection with any of the returns or taxes asserted as due from the Company, and no waivers of statutes oflimitation with respect to the returns or collection of taxes have been given by or requested from the Company except as wouldnot have a Material Adverse Effect on the Company. The term “taxes” mean all federal, state, local, foreign,and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additionsto tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,statements, and other documents required to be filed in respect to taxes.(gg)          Foreign Corrupt Practices. None of (i) the Company or its Subsidiaries or (ii) to the knowledge of the Company, anydirector or officer, employee, representative, agent or affiliate of the Company or its Subsidiaries or any other Person actingon behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would resultin a violation by such Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentalityof interstate commerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or otherproperty, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (assuch term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office,in contravention of the FCPA and the Company and its Subsidiaries have conducted their businesses in compliance with the FCPA andhave instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,continued compliance therewith. 18 (hh)          Accountants. To the knowledge and belief of the Company, Semple, Marchal & Cooper, LLP (i) is a registered publicaccounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements tobe included in the Company’s Annual Report for the fiscal year ending December 31, 2020.(ii)              Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each ofthe Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents andthe transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciaryof the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated therebyand any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documentsand the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company furtherrepresents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documentshas been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.(jj)             Acknowledgment Regarding Purchaser’s Trading Activity. Except as otherwise described in this Agreement, itis understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor hasany Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open marketor other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions,before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’spublicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any suchPurchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) eachPurchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activitiesat various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the valueof the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. 19 (kk)          Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken,directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any securityof the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensationfor soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting anotherto purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the PlacementAgent in connection with the placement of the Shares.(ll)             Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted(i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to thefair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law.No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted,and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinatethe grant of stock options with, the release or other public announcement of material information regarding the Company or itsSubsidiaries or their financial results or prospects.(mm)     Office of Foreign Assets Control. None of (i) the Company or its Subsidiariesor (ii) to the knowledge of the Company, any director or officer, employee, representative, agent or affiliate of the Company orits Subsidiaries or any other person acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S.sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).(nn)          U.S. Real Property Holding Corporation. The Company is not and has never beena U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, andthe Company shall so certify upon Purchaser’s request.(oo)          Bank Holding Company Act. Neither the Company nor any of its Subsidiaries orAffiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation bythe Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any ofits Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares ofany class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to theBHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controllinginfluence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the FederalReserve. 20 (pp)          Money Laundering. The operations of the Company and its Subsidiaries are andhave been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements ofthe Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, therules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforcedby any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding byor before any Governmental Entity involving the Company or its Subsidiaries with respect to the Money Laundering Laws is pendingor, to the knowledge of the Company, threatened.(qq)          Paycheck Protection Program Loan. The Company was eligible for a loan underthe Paycheck Protection Program promulgated pursuant to Section 1102 of the Coronavirus Aid, Relief, and Economic Security (CARES)Act (the “PPP Loan”) at the time of the application for, acceptance of, and use of the proceeds of such PPPLoan, and at all relevant times has been and remains in compliance in all material respects with the terms and conditions of thePPP Loan and all laws applicable thereto. Any certifications, representations or information supplied by the Company in connectionwith the PPP Loan were and remain true, complete and correct in all material respects.3.2             Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby representsand warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein,in which case they shall be accurate as of such date):(a)              Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validlyexisting and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplatedby the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery ofthe Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents havebeen duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on thepart of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when deliveredby such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser,enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy,insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and(iii) insofar as indemnification and contribution provisions may be limited by applicable law.(b)              Understandings or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has nodirect or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares(this representation and warranty not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statementor otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunderin the ordinary course of its business. 21 (c)              Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is either:(i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Actor (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.(d)              Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge,sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospectiveinvestment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economicrisk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.(e)              Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents(including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questionsas it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditionsof the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Companyand its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluateits investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire withoutunreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided suchPurchaser with any information or advice with respect to the Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Sharesand the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaseragrees need not be provided to it.  In connection with the issuance of the Shares to such Purchaser, neither the PlacementAgent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.(f)               Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaserhas not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executedany purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the timethat such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Companysetting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the executionhereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfoliomanagers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investmentdecisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forthabove shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decisionto purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’srepresentatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agentsand Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing containedherein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares inorder to effect Short Sales or similar transactions in the future. 22 (g)              No Conflicts. The execution, delivery and performance of this Agreement and performance under the other TransactionDocuments and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or theretodo not and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents,if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would becomea default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except forsuch conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on suchPurchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registrationwith, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreementor perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided thatfor purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevantrepresentations and agreements of the Company herein.The Company acknowledgesand agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s rightto rely on the Company’s representations and warranties contained in this Agreement or any representations and warrantiescontained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with thisAgreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt,nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowingshares in order to effect Short Sales or similar transactions in the future.ARTICLE IV.OTHER AGREEMENTS OF THE PARTIES4.1             Furnishing of Information. Until the one-year anniversary of the Closing Date, the Company covenants to timely file(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Companyafter the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of theExchange Act.4.2             Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respectof any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares forpurposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closingof such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 23 4.3             Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosingthe material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the TransactionDocuments as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance ofsuch press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public informationdelivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employeesor agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuanceof such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employeesor Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Companyand each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplatedhereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statementwithout the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of eachPurchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, exceptif such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior noticeof such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of anyPurchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, withoutthe prior written consent of such Purchaser, except (x) as required by federal securities law in connection with the filing offinal Transaction Documents with the Commission and (y) to the extent such disclosure is required by law or Trading Market regulations,in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (y).4.4             Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, anyother Person, that any Purchaser is an “acquiring person” under any control share acquisition, business combination,poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafteradopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtueof receiving Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.4.5             Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplatedby the Transaction Documents, which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it,nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall haveconsented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understandsand confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of itsSubsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any ofits Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of,such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that anynotice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Companyor any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactionsin securities of the Company. 24 4.6             Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder to finance potentialfuture acquisitions and for general corporate purposes and shall not use such proceeds: (a) for the satisfaction of any portionof the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and priorpractices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigationor (d) in violation of FCPA or OFAC regulations.4.7             Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and holdeach Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with afunctionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Personwho controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and thedirectors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalentrole of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees andcosts of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any ofthe representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documentsor (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by anystockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplatedby the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warrantiesor covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholderor any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finallyjudicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against anyPurchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notifythe Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonablyacceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participatein the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to theextent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failedafter a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonableopinion of counsel, a material conflict on any material issue between the position of the Company and the position of such PurchaserParty, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effectedwithout the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, butonly to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of therepresentations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other TransactionDocuments or the fraud, gross negligence, willful misconduct or malfeasance of such Purchaser Party. The indemnification requiredby this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause ofaction or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject topursuant to law. 25 4.8             Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of theCommon Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall applyto list or quote all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such TradingMarket. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it willthen include in such application all of the Shares, and will take such other action as is necessary to cause all of the Sharesto be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessaryto continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’sreporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibilityof the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation inconnection with such electronic transfer.4.9             Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserveand keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enablingthe Company to issue Shares pursuant to this Agreement.4.10         Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall beoffered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unlessthe same consideration is also offered to all of the parties to such Transaction Document. For clarification purposes, this provisionconstitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intendedfor the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert oras a group with respect to the purchase, disposition or voting of Shares or otherwise. 26 4.11         Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenantsthat neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreementand ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initialpress release as described in Section 4.3.  Each Purchaser, severally and not jointlywith the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosedby the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentialityof the existence and terms of this transaction and the information included in the Disclosure Schedules.  Notwithstandingthe foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges andagrees that (i) except as otherwise described elsewhere in this Agreement, no Purchaser makes any representation, warranty or covenanthereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactionscontemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3,(ii) except as otherwise described elsewhere in this Agreement, no Purchaser shall be restricted or prohibited from effecting anytransactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactionscontemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and(iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Companyor its Subsidiaries after the issuance of the initial press release as described in Section 4.3.  Notwithstanding theforegoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separateportions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions madeby the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only applywith respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Sharescovered by this Agreement.4.12         Capital Changes. Until the one-year anniversary of the Closing Date, the Company shall not undertake a reverse orforward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majorityin interest of the Shares.ARTICLE V.MISCELLANEOUS5.1             Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunderonly and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to theother parties, if the Closing has not been consummated on or before the fifth (5^th^) Trading Day following the date hereof;provided, however, that no such termination will affect the right of any party to sue for any breach by any otherparty (or parties). 27 5.2             Fees and Expenses. At the Closing, the Company has agreed to reimburse the Placement Agent the non-accountable sumof $50,000 for its legal fees and expenses. Except as expressly set forth inthe Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants andother experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, deliveryand performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees requiredfor same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied inconnection with the delivery of any Shares to the Purchasers.5.3             Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Base Prospectusand the Final Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereofand supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledgehave been merged into such documents, exhibits and schedules.5.4             Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereundershall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice orcommunication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signaturepages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time oftransmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the emailaddress as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New YorkCity time) on any Trading Day, (c) the second (2^nd^)Trading Day following the date of mailing, if sent by U.S. nationallyrecognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The addressfor such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any noticeprovided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Companyor any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form8-K.5.5             Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in awritten instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interestof the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcementof any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adverselyimpacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shallbe deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, conditionor requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exerciseof any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligationsof any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consentof such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaserand holder of Shares and the Company. 28 5.6             Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall notbe deemed to limit or affect any of the provisions hereof.5.7             Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successorsand permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior writtenconsent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to anyPerson to whom such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, withrespect to the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”5.8             No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations andwarranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreementis intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefitof, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7 and this Section5.8.5.9             Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the TransactionDocuments shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, withoutregard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations,enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether broughtagainst a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submitsto the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudicationof any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including withrespect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in anyProceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improperor is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consentsto process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that suchservice shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed tolimit in any way any right to serve process in any other manner permitted by law. If any party shall commence a Proceeding to enforceany provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.7, the prevailingparty in such Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costsand expenses incurred with the investigation, preparation and prosecution of such Proceeding. 29 5.10         Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.5.11         Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall beconsidered one and the same agreement and shall become effective when counterparts have been signed by each party and deliveredto each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature isdelivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall createa valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effectas if such facsimile or “.pdf” signature page were an original thereof.5.12         Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdictionto be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth hereinshall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall usetheir commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same resultas that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intentionof the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including anyof such that may be hereafter declared invalid, illegal, void or unenforceable.5.13         Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting anysimilar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or optionunder a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided,then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevantnotice, demand or election in whole or in part without prejudice to its future actions and rights.5.14         Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed,the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactoryto the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shallalso pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.5.15         Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recoveryof damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. Theparties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligationscontained in the Transaction Documents and hereby agree to waive and not to assert in any Proceeding for specific performance ofany such obligation the defense that a remedy at law would be adequate. 30 5.16         Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any TransactionDocument or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcementor exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Personunder any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revivedand continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.5.17         Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any TransactionDocument are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any wayfor the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing containedherein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed toconstitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumptionthat the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplatedby the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, withoutlimitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary forany other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been representedby its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenienceonly, each Purchaser and its respective counsel have chosen to communicate with the Company through DLA Piper. DLA Piper does notrepresent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers withthe same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to doso by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in eachother Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectivelyand not between and among the Purchasers.5.18         Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expirationof any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercisedon the next succeeding Business Day.5.19         Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunityto revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to beresolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendmentsthereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall besubject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactionsof the Common Stock that occur after the date of this Agreement. 31 5.20         WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANYOTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.(Signature Pages Follow) 32 IN WITNESS WHEREOF,the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatoriesas of the date first indicated above.| QUEST RESOURCE HOLDING CORPORATION | | Address for Notice: || --- | --- | --- || By: | | || | Name: | E-Mail: || | Title: | Fax: || With a copy to (which shall not constitute notice): | | |[REMAINDER OF PAGE INTENTIONALLY LEFT BLANKSIGNATURE PAGE FOR PURCHASER FOLLOWS] 33 [PURCHASER SIGNATURE PAGES TO QUESTRESOURCE HOLDING CORPORATION SECURITIES PURCHASE AGREEMENT]IN WITNESS WHEREOF,the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories asof the date first indicated above.Name of Purchaser: ________________________________________________________Signature of Authorized Signatory ofPurchaser: _________________________________Name of Authorized Signatory: _______________________________________________Title of Authorized Signatory: ________________________________________________Email Address of Authorized Signatory:_________________________________________Facsimile Number of Authorized Signatory: __________________________________________Address for Notice to Purchaser:Address for Delivery of Shares to Purchaser (if not same asaddress for notice): ___________________________________________________________________________________________________Subscription Amount: $_________________Shares: _________________EIN Number: ____________________oNotwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signedto purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligationsof the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded,(ii) the Closing shall occur on the second (2^nd^) Trading Day following the date of this Agreement and (iii) any conditionto Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Companyor the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer bea condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver suchagreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.34 Exhibit 10.2PLACEMENT AGENCY AGREEMENTAugust 5, 2020Roth Capital Partners, LLC888 San Clemente Drive, Suite 400Newport Beach, CA 92660Ladies and Gentlemen:Introduction.Subject to the terms and conditions herein (this “Agreement”), Quest Resource Holding Corporation, a Nevadacorporation (the “Company”), hereby agrees to sell up to an aggregate of $3,392,500 of registered shares (the “Shares”)of the Company’s common stock, $0.001 par value per share (the "Common Stock”), directly to various investors(each, an “Investor” and, collectively, the “Investors”) through Roth Capital Partners, LLC,as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investorsin connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “PurchaseAgreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchaseprice to the Investors for each Share is $1.15. The Placement Agent may retain other brokers or dealers to act as sub-agents orselected-dealers on its behalf in connection with the Offering.The Company herebyconfirms its agreement with the Placement Agent as follows:Section 1.                 Agreement to Act as Placement Agent.(a)               On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the termsand conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering andsale by the Company of the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-227800) (the “RegistrationStatement”), with the terms of such offering (the “Offering”) to be subject to market conditions andnegotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonablebest efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities,or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”(as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authorityto bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to acceptoffers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, paymentof the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on eachClosing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:(i)                A cash fee equal to 6% of the gross proceeds received by the Company from the sale of the Securities at the closing ofthe Offering (the “Closing”). (ii)              The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of $50,000 payableimmediately upon the Closing of the Offering.(b)               The term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “ExclusiveTerm”); provided, however, that a party hereto may terminate the engagement with respect to itself at anytime upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisionsconcerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained inthe indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligationto pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereofand which are permitted to be reimbursed under Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(D),will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the abilityof the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financialadvisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liabilitycompany, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under commoncontrol with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the“Securities Act”).Section 2.                 Representations, Warranties and Covenants of the Company. Except as set forth in the SEC Reports (as defined below),the Company hereby represents, warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date,as follows:(a)               Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)the Registration Statement under the Securities Act, which was filed on March 15, 2019 and declared effective on April 8, 2019for the registration of the Shares under the Securities Act. Following the determination of pricing among the Company and the prospectiveInvestors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b)under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgatedthereunder, a final prospectus supplement relating to the placement of the Shares, their respective pricings and the plan of distributionthereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company requiredto be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, asamended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in whichit appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement relatingto the Offering, is hereinafter called the “Base Prospectus”; the preliminary prospectus supplement in the formin which it was filed with the Commission pursuant to Rule 424(b) is hereinafter called the “Preliminary Prospectus Supplement”;and the final prospectus supplement, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (includingthe Base Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” TheRegistration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, the PreliminaryProspectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein(the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement tothe terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus shall bedeemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issuedate of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus, as the case may be, deemed to be incorporatedtherein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”“included,” “described,” “referenced,” “set forth” or “stated” in theRegistration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus (and all other referencesof like import) shall be deemed to mean and include all such financial statements and schedules and other information which isor is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplementor the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of SaleDisclosure Package” means the Base Prospectus, any preliminary prospectus supplement, any subscription agreement betweenthe Company and the Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “IssuerFree Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as partof the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the BaseProspectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commissionhas issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectusor any Prospectus Supplement or intends to commence a proceeding for any such purpose. 2 (b)               Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission)contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effectiveamendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicableRules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required tobe stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Final Prospectus, eachas of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules andRegulations. Each of the Base Prospectus and the Final Prospectus, as amended or supplemented, did not and will not contain asof the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statementstherein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filedwith the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulationspromulgated thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement ofa material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documentsincorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which they were madenot misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the datethereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is requiredto be filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission inconnection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or(y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents requiredto be described in the Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement,which have not been described or filed as required. 3 (c)               Certain Statements. The statements set forth in the Registration Statement, the Time of Sale Disclosure Package andthe Final Prospectus under the captions “Description of Common Stock”, insofar as they purport to constitute a summaryof (i) the terms of the Company’s outstanding securities, (ii) the terms of the Shares, (iii) the terms ofthe documents referred to therein, and (iv) the provisions of the laws referred to therein, are accurate, complete and fairin all material respects.(d)               Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”)are set forth in the Incorporated Documents. The Company owns, directly or indirectly, all of the capital stock or other equityinterests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptiverights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares of capitalstock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribefor or purchase securities.(e)               Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwiseorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, withthe requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articlesof incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualifiedto conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature ofthe business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualifiedor in good standing, as the case may be, would not result in: (i) a material adverse effect on the legality, validity or enforceabilityof this Agreement or any other agreement entered into between the Company and the Investors, (ii) a material adverse effect onthe results of operations, assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii)a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations underthis Agreement or the transactions contemplated under the Prospectus Supplement (any of (i), (ii) or (iii), a “MaterialAdverse Effect”) and no an action, claim, suit, investigation or proceeding (including, without limitation, an informalinvestigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”) hasbeen instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power andauthority or qualification.(f)                Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummatethe transactions contemplated by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligationshereunder and thereunder. The execution and delivery of each of this Agreement by the Company and the consummation by it of thetransactions contemplated hereby and thereby and under the Base Prospectus have been duly authorized by all necessary action onthe part of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Boardof Directors”) or the Company’s stockholders in connection therewith other than in connection with the RequiredApprovals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the termshereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with itsterms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratoriumand other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relatingto the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnificationand contribution provisions may be limited by applicable law. 4 (g)               No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplatedpursuant to the Time of Sale Disclosure Package, the issuance and sale of the Shares and the consummation by it of the transactionscontemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’sor any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflictwith, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both wouldbecome a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice,lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note,bond, mortgage, indenture or other instrument (the “Contracts”) or obligation to which the Company or any subsidiaryis a party or by which any property or asset of the Company or any subsidiary is bound or affected or (iii) conflict with, or constitutea default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lienupon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or otherinstrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiaryis a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iv) subject to the RequiredApprovals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restrictionof any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securitieslaws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the caseof each of clauses (ii), (iii) and (iv), such as would not result in a Material Adverse Effect.(h)               Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or orderof, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmentalauthority or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactionscontemplated pursuant to the Base Prospectus, other than: (i) the filing with the Commission of the Final Prospectus, (ii) application(s)to the Nasdaq Capital Market (the “Trading Market”) for the listing of the Shares for trading thereon in thetime and manner required thereby, (iii) such filings as are required to be made under applicable state securities laws and therules of the FINRA and (iv) such consents, approvals, orders, authorizations and filings the failure of which to make or obtainwould not have a Material Adverse Effect (collectively, the “Required Approvals”).(i)                Issuance of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordancewith the Final Prospectus, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed bythe Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuablepursuant to the Final Prospectus.(j)                Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Timeof Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company (includingthe Shares) are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicablesecurities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package andthe Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorizedand issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale DisclosurePackage and the Final Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equitiesor claims. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective datesas of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus,the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contractsor other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares,when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will beissued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and willconform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale DisclosurePackage and the Final Prospectus. 5 (k)               Stock Options; Other Securities. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Packageor the Final Prospectus, and except for the issuance of shares upon the exercise of outstanding options or warrants, or upon theissuance of restricted stock awards, restricted stock units, or stock appreciation rights under the Company’s existing stockawards plan, or any new grants thereof in the ordinary course of business, there are no authorized or outstanding convertible orexchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from theCompany or any subsidiary any shares of the capital stock of the Company or any subsidiary. The description of the Company’sstock option, stock bonus and other stock plans or arrangements and the options, restricted stock, performance-based restrictedstock units, stock appreciation rights, or other rights granted thereunder, set forth in the Time of Sale Disclosure Package andthe Final Prospectus accurately and fairly presents in all material respects the information required to be shown with respectto such plans, arrangements, options and rights.(l)                SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documentsrequired to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation tofile such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, togetherwith the Prospectus and any prospectus supplement, being collectively referred to herein as the “SEC Reports”)on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expirationof any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements ofthe Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statementof a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subjectto Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all materialrespects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effectat the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accountingprinciples applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specifiedin such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotesrequired by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiariesas of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case ofunaudited statements, to normal, immaterial, year-end audit adjustments. 6 (m)             Material Changes. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the FinalProspectus, since the respective dates as of which information is given (including information incorporated by reference) in theRegistration Statement, Time of Sale Disclosure Package, or Final Prospectus, (i) neither the Company nor any of its subsidiarieshas incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other thanin the ordinary course of business, (ii) the Company has not declared or paid any dividends or made any distribution of any kindwith respect to its capital stock; (iii) there has not been any change in the capital stock of the Company or any of its subsidiaries(other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstandingoptions or warrants, upon the conversion of outstanding shares of preferred stock or other convertible securities or upon the issuanceof restricted stock awards, restricted stock units, or stock appreciation rights under the Company’s existing stock awardsplan, or any new grants thereof in the ordinary course of business), (iv) there has not been any material change in the Company’slong-term or short-term debt, and (v) there has not been the occurrence of any Material Adverse Effect.(n)               No Undisclosed Contracts; Descriptions of Contracts. There is no Contract required by the Securities Act to be describedin the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to theRegistration Statement which is not so described or filed therein as required. All descriptions of any such Contracts or documentscontained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusare accurate and complete descriptions of such documents in all material respects. Other than as described in the RegistrationStatement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated forconvenience or default by the Company, its subsidiaries, or any of the other parties thereto, and neither the Company nor its subsidiarieshas received notice, or has knowledge, of any such pending or threatened suspension or termination, except for such pending orthreatened suspensions or terminations that would not have a Material Adverse Effect.(o)               No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any ofits subsidiaries on the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliersof the Company or any of its subsidiaries on the other hand, which is required to be described in the Registration Statement, theTime of Sale Disclosure Package or the Final Prospectus and which is not so described.(p)               Absence of Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package orthe Final Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit or proceeding to which theCompany or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is thesubject before or by any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, bodyor agency (whether foreign or domestic) having jurisdiction over the Company or its subsidiaries or any of their respective properties,assets or operations (a “Governmental Entity”) which would have a Material Adverse Effect. 7 (q)               Employment Matters. There is no unfair labor practice complaint pending against the Company or its subsidiaries,nor to the Company’s knowledge, threatened against it, before the National Labor Relations Board, any state or local laborrelation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collectivebargaining agreement is so pending against the Company or its subsidiaries, or, to the Company’s knowledge, threatened againstthe Company or its subsidiaries. No labor dispute or disturbance with the employees of the Company, employees of the Company’ssubsidiaries, or, to the actual knowledge of the Company, material subcontractors of the Company or its subsidiaries exists or,to the knowledge of the Company, is threatened or imminent, in each case that would have a Material Adverse Effect. The Companyis not aware that any key employee or significant group of employees of the Company plans to terminate employment with the Company.(r)                ERISA Compliance. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement IncomeSecurity Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”),or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulatedfunding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (otherthan events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurredor could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries whichwould have a Material Adverse Effect. Each employee benefit plan of the Company or any of its subsidiaries is in compliance withapplicable law, including ERISA and the Code, except where the failure to comply would not have a Material Adverse Effect. TheCompany and its subsidiaries have not incurred and could not reasonably be expected to incur liability under Title IV of ERISAwith respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA). Each pension plan for which theCompany or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Codeis so qualified, and to the Company’s knowledge nothing has occurred, whether by action or by failure to act, which could,singularly or in the aggregate, cause the loss of such qualification.(s)                Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event hasoccurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiaryunder), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violationof, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any ofits properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decreeor order of any court, arbitrator or governmental authority or (iii) is or has been in violation of any statute, rule, ordinanceor regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating totaxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, exceptin each case would not result in a Material Adverse Effect.(t)                Environmental Laws. The Company and its subsidiaries are in compliance with all foreign, federal, state and localrules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste andprotection of health and safety or the environment which are applicable to their businesses, except where the failure to complywould not have a Material Adverse Effect. To the Company’s knowledge, there has been no storage, generation, transportation,handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substancesby, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any other entity for whoseacts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the properties now or previouslyowned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statue, ordinance,rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule ofcommon law), regulation, order, judgment, decree or permit, give rise to a liability, except for any violation or liability whichwould not have a Material Adverse Effect. 8 (u)               Permits. The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations,licenses, permits, easements, consents, certificates and orders (“Permits”) of any Governmental Entity requiredfor the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold,or comply with, any of them would not have a Material Adverse Effect.(v)               Title to Assets. The Company and each of its subsidiaries have good and marketable title to all property (whetherreal or personal) described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus as beingowned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests,other encumbrances or defects, except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Packageand the Final Prospectus or as would not have a Material Adverse Effect. The property held under lease by the Company and its subsidiariesis held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease asdo not interfere in any material respect with the conduct of the business of the Company and its subsidiaries.(w)             Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package orthe Final Prospectus, the Company and its subsidiaries own or have valid, binding and enforceable licenses (subject to field ofuse and other terms and conditions contained in the applicable license agreements) for the patents and patent applications, copyrights,trademarks, trademark registrations, service marks, service mark registrations, trade names, service names and know-how (includingtrade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and allother technology and intellectual property rights that (1) are described in the Registration Statement, the Time of Sale DisclosurePackage, and the Final Prospectus as owned by or licensed to the Company or its subsidiaries or (2) to the Company’s knowledge,are necessary for, or used in the conduct, or the proposed conduct, of the business of the Company and its subsidiaries in themanner described in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus (collectively, the“Company Intellectual Property”). Except as disclosed in the Registration Statement, the Time of Sale DisclosurePackage or the Final Prospectus, (A) the intellectual property owned by the Company or any of its subsidiaries is free andclear of all material liens and encumbrances; (B) to the knowledge of the Company, the patents, trademarks and copyrightsowned or licensed by the Company or any of its subsidiaries are valid, enforceable and subsisting; and (C) the Company andits subsidiaries have complied in all material respects with the terms of each agreement pursuant to which intellectual propertyhas been licensed to the Company or any subsidiary, and all such agreements that have not expired or been intentionally terminatedby the Company or any subsidiary are in full force and effect. Other than as disclosed in the Registration Statement, the Timeof Sale Disclosure Package or the Final Prospectus, (i) neither the Company nor any of its subsidiaries is obligated to paya material royalty, grant a license or provide other material consideration to any third party in connection with the Company IntellectualProperty, (ii) no action, suit, claim or other proceeding is pending, or, to the knowledge of the Company, threatened, challengingthe validity, enforceability, scope, registration, ownership or use of any of the patents or patent applications included in theCompany Intellectual Property, or challenging the Company’s or any of its subsidiaries’ rights in or to any CompanyIntellectual Property, (iii) neither the Company nor any of its subsidiaries has received notice of any written claim of infringement,misappropriation or conflict with any asserted rights of others with respect to any of the Company Intellectual Property, (iv) tothe knowledge of the Company, the development, manufacture, and sale of any of the processes of the Company or any of its subsidiariesreferred to in the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus do not currently infringeany right or valid patent claim of any third party in any material respect, (v) the Company and its subsidiaries have taken reasonablemeasures to protect their confidential information and trade secrets and to maintain and safeguard the confidentiality of the confidentialinformation and trade secrets within the Company Intellectual Property, and (vi) to the knowledge of the Company, there is no infringementby third parties of any Company Intellectual Property that would have a Material Adverse Effect. 9 (x)               Data Privacy. In connection with its collection, storage, transfer and/or use of any personally identifiable informationfrom any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties(collectively “Private Information”), the Company is and has been in material compliance with all applicablelaws in all relevant jurisdictions, the Company’s applicable external privacy policies and the applicable requirements ofany Contract. The Company takes and has taken reasonable steps to protect Private Information against loss and against unauthorizedaccess, use, modification, disclosure or other misuse. To the Company’s knowledge, in the past three years, there has beenno material unauthorized access, modification, disclosure or other misuse of any Private Information. The Company is not subjectto any complaints, lawsuits, proceedings, audits, investigations or claims by any private party, the Federal Trade Commission,any state attorney general or similar state official, or any other governmental authority, foreign or domestic, regarding its collection,use, storage, disclosure, transfer or maintenance of any Private Information and there are no such complaints, lawsuits, proceedings,audits, investigations or claims, to the Company’s knowledge, threatened.(y)               Insurance. The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and coveringsuch risks as is commercially reasonable for the conduct of its business and the value of its properties.(z)               Books and Records. The minute books of the Company have been made available to the Placement Agent and counsel forthe Placement Agent, and such books (A) contain a complete summary in all material respects of all meetings and actions ofthe board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interestholders, as applicable), and (B) accurately in all material respects reflect all transactions referred to in such minutes.(aa)            Transactions With Affiliates and Employees. Except as set forth in the Time of Sale Disclosure Package, none of theofficers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Companyor any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to orby, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of moneyto or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entityin which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered,(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreementsunder any stock option plan of the Company. 10 (bb)           Sarbanes-Oxley; Internal Accounting Controls. The Company is in compliance in all material respects with all applicableprovisions of the Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules and regulationspromulgated thereunder or implementing the provisions thereof. The Company maintains systems of “internal control over financialreporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the ExchangeAct and have been designed by, or under the supervision of, its principal executive and principal financial officers, or personsperforming similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controlssufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general orspecific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformitywith GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’sgeneral or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences; and (v) the interactive data in extensible BusinessReporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package andthe Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with theCommission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements includedin the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’sinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting. The Company maintains disclosure controls and procedures that have been designed toensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executiveofficer and principal financial officer by others within those entities; and such disclosure controls and procedures of the Companyare effective.(cc)            Certain Fees. There are no claims, payments, issuances, arrangements or understandings for services in the natureof a finder’s, consulting or origination fee with respect to the introduction of the Company to any Placement Agent or thesale of the Shares hereunder or any other arrangements, agreements, understandings, payments or issuances with respect to the Companythat may affect the Placement Agent’s compensation, as determined by FINRA. The Investors shall have no obligation with respectto any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Sectionthat may be due in connection with the transactions contemplated by this Agreement and the transactions contemplated pursuant tothe Base Prospectus.(dd)           No Fees. Except as disclosed to the Placement Agent in writing, the Company has not made any direct or indirect payments(in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration ofsuch person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) anyFINRA member, or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member withinthe 12-month period prior to the date on which the initial Preliminary Prospectus was filed with the Commission (“FilingDate”) or thereafter. 11 (ee)            Proceeds. None of the net proceeds of the offering will be paid by the Company to any participating FINRA memberor any affiliate or associate of any participating FINRA member, except as specifically authorized herein.(ff)              No FINRA Affiliations. To the Company’s knowledge and except as disclosed to the Placement Agent in writing,no (i) officer or director of the Company or its subsidiaries, (ii) owner of 5% or more of any class of the Company’s securitiesor (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day period prior to the FilingDate, has any direct or indirect affiliation or association with any FINRA member. The Company will advise the Placement Agentand counsel to the Placement Agent if it becomes aware that any officer, director of the Company or its subsidiaries or any ownerof 5% or more of any class of the Company’s securities is or becomes an affiliate or associated person of a FINRA memberparticipating in the offering.(gg)           No Financial Advisor. Other than the Placement Agent, no person has the right to act as a placement agent or as afinancial advisor to the Company in connection with the transactions contemplated hereby.(hh)           Prior Sales of Securities. Except as set forth in the Registration Statement, the Time of Sale Disclosure Packageand the Final Prospectus, the Company has not sold or issued any shares of Common Stock during the six-month period preceding thedate hereof, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issuedpursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding preferredstock, options, rights or warrants or other outstanding convertible securities.(ii)              Investment Company. The Company is not and, after giving effect to the offering and sale of the Shares and the applicationof the net proceeds thereof, will not be an “investment company,” as such term is defined in the Investment CompanyAct of 1940, as amended.(jj)              Registration Rights. No person or entity has the right to require registration of shares of Common Stock or othersecurities of the Company or any of its subsidiaries within ninety days of the date hereof because of the filing or effectivenessof the Registration Statement or otherwise, except for persons and entities who have expressly waived such right in writing orwho have been given timely and proper written notice and have failed to exercise such right within the time or times required underthe terms and conditions of such right. Except as described in the Registration Statement, the Time of Sale Disclosure Packageand the Final Prospectus, there are no persons with registration rights or similar rights to have any securities registered bythe Company or any of its subsidiaries under the Securities Act.(kk)           Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the ExchangeAct, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating theregistration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplatingterminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any TradingMarket on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listingor maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeablefuture continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligiblefor electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is currentin payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with suchelectronic transfer. 12 (ll)              Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any,in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution undera rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similarcharter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result ofthe Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactionscontemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance ofthe Securities and the Investors’ ownership of the Shares.(mm)       Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreementand the transactions contemplated pursuant to the Base Prospectus, the Company confirms that neither it nor any other Person actingon its behalf has provided any of the Investors or their agents or counsel with any information that it believes constitutes ormight constitute material, non-public information which is not otherwise disclosed in the Time of Sale Disclosure Package. TheCompany understands and confirms that the Investors will rely on the foregoing representation in effecting transactions in securitiesof the Company. All of the disclosure furnished by or on behalf of the Company to the Investors regarding the Company and, itsSubsidiaries, their respective businesses and the transactions contemplated hereby, including the Time of Sale Disclosure Package,is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary inorder to make the statements made therein, in light of the circumstances under which they were made, not misleading. The pressreleases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not containany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which they were made and when made, not misleading.(nn)           No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalfhas, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstancesthat would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicableshareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.(oo)            Solvency.Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt bythe Company of the proceeds from the sale of the Securities hereunder, (i) the Company’s assets do not constituteunreasonably small capital to carry on its business as now conducted including its capital needs taking into account theparticular capital requirements of the business conducted by the Company, consolidated and projected capital requirements andcapital availability thereof, and (ii) to the knowledge of the Company, the current cash flow of the Company, together withthe proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipateduses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are requiredto be paid. The Company does not currently intend to incur debts beyond its ability to pay such debts as they mature (takinginto account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of anyfacts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy orreorganization laws of any jurisdiction within one year from each Closing Date. The Time of Sale Disclosure Package and theSEC Reports incorporate as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or anySubsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (otherthan trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and othercontingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in theCompany’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instrumentsfor deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any leasepayments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company norany Subsidiary is in default in any material respect with respect to any Indebtedness. 13 (pp)           Taxes. Each of the Company and its subsidiaries has (a) filed all foreign, federal, state and local tax returns (asdefined below) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time forthe filing thereof and (b) paid all taxes (as defined below) shown as due and payable on such returns that were filed and has paidall taxes imposed on or assessed against the Company or such respective subsidiary that are due and payable, except as currentlybeing contested in good faith and for which appropriate reserves have been established on the books and records of the Companyor any of its subsidiaries to the extent required by GAAP. The provisions for taxes payable, if any, shown on the financial statementsincluded or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectusare sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of suchconsolidated financial statements. To the knowledge of the Company, no issues have been raised (and are currently pending) by anytaxing authority in connection with any of the returns or taxes asserted as due from the Company, and no waivers of statutes oflimitation with respect to the returns or collection of taxes have been given by or requested from the Company except as wouldnot have a Material Adverse Effect on the Company. The term “taxes” mean all federal, state, local, foreign,and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additionsto tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,statements, and other documents required to be filed in respect to taxes.(qq)           Foreign Corrupt Practices. None of (i) the Company or its subsidiaries or (ii) to the knowledge of the Company, anydirector or officer, employee, representative, agent or affiliate of the Company or its subsidiaries or any other person actingon behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would resultin a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstatecommerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift,promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is definedin the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contraventionof the FCPA and the Company and its subsidiaries have conducted their businesses in compliance with the FCPA and have institutedand maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliancetherewith. 14 (rr)              Accountants. To the Company’s knowledge, Semple, Marchal and Cooper, LLP, which has expressed its opinion withrespect to the audited financial statements and schedules incorporated by reference as a part of the Registration Statement, theTime of Sale Disclosure Package and the Final Prospectus, is an independent public accounting firm with respect to the Companywithin the meaning of the Securities Act.(ss)             Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken,directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any securityof the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensationfor soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting anotherto purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’splacement agent in connection with the placement of the Shares.(tt)              Office of Foreign Assets Control. None of (i) the Company or its subsidiariesor (ii) to the knowledge of the Company, any director or officer, employee, representative, agent or affiliate of the Company orits subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S.sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).(uu)           U.S. Real Property Holding Corporation. The Company is not and has never beena U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, andthe Company shall so certify upon Investor’s request.(vv)           Bank Holding Company Act. Neither the Company nor any of its Subsidiaries orAffiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation bythe Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any ofits Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares ofany class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to theBHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controllinginfluence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the FederalReserve.(ww)        Money Laundering. The operations of the Company and its subsidiaries are andhave been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements ofthe Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, therules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforcedby any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding byor before any Governmental Entity involving the Company or its subsidiaries with respect to the Money Laundering Laws is pendingor, to the knowledge of the Company, threatened.(xx)           Certificates. Any certificate signed by an officer of the Company anddelivered to the Placement Agent or to counsel for the Placement Agent shall be deemed to be a representation and warrantyby the Company to the Placement Agent as to the matters set forth therein.(yy)           Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness ofthe foregoing representations and warranties and hereby consents to such reliance. 15 (zz)            Forward-Looking Statements. The Company had a reasonable basis for, and made in good faith, each “forward-lookingstatement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporatedby reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus or the Marketing Materials(as defined below).(aaa)         Marketing Materials. The Company has not distributed any prospectus or other offering material in connection withthe offering and sale of the Shares other than the Time of Sale Disclosure Package and the roadshow or investor presentations deliveredto and approved by the Placement Agent for use in connection with the marketing of the offering of the Shares (the “MarketingMaterials”). Except for Marketing Materials approved in writing by the Placement Agent, no Marketing Materials have beenprovided to investors or prospective investors.(bbb)       Statistical or Market-Related Data. All statistical or market-related data included or incorporated by referencein the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or included in the Marketing Materials,are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtainedthe written consent to the use of such data from such sources, to the extent required.(ccc)         Paycheck Protection Program Loan. The Company was eligible for a loan under the Paycheck Protection Program promulgatedpursuant to Section 1102 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “PPP Loan”)at the time of the application for, acceptance of, and use of the proceeds of such PPP Loan, and at all relevant times has beenand remains in compliance in all material respects with the terms and conditions of the PPP Loan and all laws applicable thereto.Any certifications, representations or information supplied by the Company in connection with the PPP Loan were and remain true,complete and correct in all material respects.(ddd)       No Definitive Acquisition. As of the date hereof, the Company has entered into two (2) letters of intent regardingpotential acquisitions, correct and complete copies of which have been provided to the Placement Agent.   The Companybelieves it has a reasonable basis to conclude that neither acquisition is “probable” within the meaning of SEC RegulationS-X or any corresponding GAAP concept, and accordingly no financial statements relating to the target companies, or pro forma financialinformation giving effect to the acquisitions, is required to be included in the Registration Statement, the Time of Sale DisclosurePackage or the Final Prospectus.   Without limitation of the foregoing, the Company has not completed negotiation ofor entered into definitive agreements, secured financing for, obtained final board of directors approval for, or completed duediligence in respect of either acquisition, and no assurance can be given that any of these items will be satisfied.Section 3.                 Delivery and Payment. Each Closing shall occur at the offices of the DLA Piper LLP (US), 2525 E. Camelback Road, Suite1000, Phoenix, Arizona 85016 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon bythe Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase pricefor the Shares sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Shares, and suchShares shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at leastone business day before the time of purchase (as defined below).Deliveries of the documentswith respect to the purchase of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions takenat a Closing shall be deemed to have occurred simultaneously. 16 Section 4.                 Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:(a)               Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereofof the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the BaseProspectus or the Final Prospectus has been filed and will furnish the Placement Agent with copies thereof, for so long as thedelivery of a prospectus is required in connection with the Offering. The Company will file promptly all reports and any definitiveproxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d)of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connectionwith the Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request bythe Commission to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and(ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effectiveamendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any orderpreventing or suspending the use of the Base Prospectus or the Final Prospectus or any prospectus supplement or any amendment orsupplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification of theShares for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose,or of any request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or for additionalinformation. The Company shall use its best efforts to prevent the issuance of any such stop order or prevention or suspensionof such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time,the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registrationstatement and use its best efforts to have such new registration statement declared effective as soon as practicable.  Additionally,the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under theSecurities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirmthat any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.(b)               Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualifythe Shares for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and theInvestors may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonablyrequired for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a generalconsent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and providedfurther that the Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepareand file such statements, reports and other documents as are or may be required to continue such qualifications in effect for solong a period as the Placement Agent may reasonably request for distribution of the Shares. The Company will advise the PlacementAgent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering,sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of theissuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtainthe withdrawal thereof at the earliest possible moment. 17 (c)               Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act andthe Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distributionof the Shares as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which aprospectus is required by law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documentsor any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgmentof the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplementthe Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstances under whichthey were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documentsor any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptlyprepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendmentto the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that isnecessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in thelight of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the RegistrationStatement or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnishthe Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement withoutfirst reasonably considering any comments from the Placement Agent.(d)               Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge,during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copiesof any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.(e)               Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of thePlacement Agent, make any offer relating to the Shares that would constitute an Company Free Writing Prospectus or that would otherwiseconstitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed bythe Company with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the PlacementAgent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”),the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and(ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus,including in respect of timely filing with the Commission, legending and record keeping.(f)                Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.(g)               Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act,but in any event not later than 18 months after the last Closing Date, the Company will make generally available to its securityholders and to the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after thelast Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act. 18 (h)               Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis,with the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the timeperiods and in the manner required by the Exchange Act.(i)                Additional Documents. The Company will enter into any subscription, purchase or other customary agreementsas the Placement Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in formand substance reasonably acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent may relyupon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in anysuch purchase, subscription or other agreement with Investors in the Offering.(j)                No Manipulation of Price*.* The Company will not take, directly or indirectly, any action designed tocause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation ofthe price of any securities of the Company.(k)               Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely forthe benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referredto, without the Placement Agent's prior written consent, except as required by legal process or applicable law.(l)                Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing,make public its involvement with the Offering.(m)             Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accountingadvice.(n)               Research Matters. By entering into this Agreement, the Placement Agentdoes not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and theCompany hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was inno way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company.In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectlyoffered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a pricetarget, to the Company or inducement for the receipt of business or compensation.Section 5.                 Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subjectto the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case asof the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenantsand other obligations hereunder on and as of such dates, and to each of the following additional conditions:(a)               Accountant’s Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shallhave caused to be delivered to the Placement Agent, a “comfort” letter from Semple, Marchal and Cooper, LLP (the independentregistered public accounting firm of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substancesatisfactory to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings,operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectusor prospectus supplement, which, in the Placement Agent's sole judgment, is material and adverse and that makes it, in the PlacementAgent's sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such Prospectus. 19 (b)               Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordancewith Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shallhave been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statementor any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall havebeen initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Sharesor any other securities of the Company shall have been issued by any securities commission, securities regulatory authority orstock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional informationon the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonablenessof the placement terms and arrangements.(c)               Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the RegistrationStatement and each Prospectus, and the registration, sale and delivery of the Shares, shall have been completed or resolved ina manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with such papersand information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.(d)               No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each ClosingDate, in the Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material AdverseChange or Material Adverse Effect.(e)               Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinionof Olshan Frome Wolosky LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negativeassurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.(f)                Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effectthat, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement,the Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:(i)                The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such ClosingDate, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfiedat or prior to such Closing Date;(ii)              No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued andno proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under theSecurities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securitiesof the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United Statesand no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by anysecurities commission, securities regulatory authority or stock exchange in the United States; 20 (iii)            When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the deliveryof such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective orwere filed with the Commission, and any Prospectus, contained all material information required to be included therein by the SecuritiesAct and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in allmaterial respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulationsof the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and anyProspectus, did not and do not include any untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading(provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to anystatements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the PlacementAgent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event requiredby the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documentswhich has not been so set forth; and(iv)             Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documentsand any Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company andthe Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, director contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary,except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes theretoresulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary;(e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustainedwhich has a Material Adverse Effect.(g)               Chief Financial Officer’s Certificate. The Company shall have furnished to the Placement Agent and its counselon the date hereof and each Closing Date a certificate from the Chief Financial Officer of the Company, in substantially the formheretofore approved by the Placement Agent.(h)               Bring-down Comfort Letter*.* On each Closing Date, the Placement Agent shall have received from Semple,Marchal and Cooper, LLP, or such other independent registered public accounting firm of the Company, a bringdown “comfort”letter dated as of such Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that they reaffirmthe statements made in the letter furnished pursuant to subsection (a) of this Section 5, except that the specifieddate referred to therein for the carrying out of procedures shall be no more than three business days prior to such ClosingDate. 21 (i)                Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the TradingMarket, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, theregistration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the TradingMarket, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplatingterminating such registration or listing.(j)                Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shallhave received such information and documents as they may reasonably require for the purposes of enabling them to pass upon theissuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations andwarranties, or the satisfaction of any of the conditions or agreements, herein contained.If any condition specifiedin this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agentby notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part ofany party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.Section 6.                 Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection withthe performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:(i) all expenses incident to the issuance, delivery and qualification of the Shares (including all printing and engraving costs);(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and otherstamp taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel,independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with thepreparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits,schedules, consents and certificates of experts), the Base Prospectus, the Final Prospectus and each Prospectus Supplement, andall amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expensesincurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualificationor registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the securitieslaws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,”an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the PlacementAgent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approvalby the FINRA of the Placement Agent's participation in the offering and distribution of the Shares; (viii) the fees and expensesassociated with including the Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodationof the Company’s and the Placement Agent's employees on the “roadshow,” if any; and (x) all other fees,costs and expenses referred to in Part II of the Registration Statement; provided thatthe Company’s obligations to pay expenses and fees of the Placement Agent hereunder shall not exceed $50,000. 22 Section 7.                 Indemnification and Contribution.(a) The Companyagrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (withinthe meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, itsaffiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counselfor all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) asthey are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any IndemnifiedPerson is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statementof a material fact contained in the Registration Statement, any Incorporated Document, any Prospectus or the Marketing Materialsor in any other materials used in connection with the offering of the Shares, or arise out of or based upon any omission or allegedomission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which theywere made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from,information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for usein the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to be renderedby any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's actionsor inactions in connection with any such advice, services or transactions; provided, however, that, in the case of clause(ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judiciallydetermined to have resulted primarily from such Indemnified Person's (x) gross negligence or willful misconduct in connection withany of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerningthe Company in connection with the offer or sale of the Shares in the Offering which were not authorized for such use by the Companyand which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Personfor all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.(b)       Uponreceipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnitymay be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failureby any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may haveon account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudicedby such failure. The Company shall, at its option, assume the defense of any such Action including the employment of counsel reasonablysatisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the rightto employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counselshall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employcounsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Company,and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interestthat prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and anyIndemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of morethan one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions, in addition toany local counsel. The Company shall not be liable for any settlement of any Action effected without its written consent (whichshall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent(which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek toterminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whetheror not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditionalrelease of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution maybe sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the courseof the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 23 (c)       Inthe event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, theCompany shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriateto reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately precedingclause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the onehand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which suchLiabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Companycontribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilitiesand Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposesof this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of thematters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplatedto be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within thescope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agentunder this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.(d)       TheCompany also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to thisAgreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined tohave resulted primarily from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice,actions, inactions or services.(e)       Thereimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreementand shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's servicesunder or in connection with, this Agreement. 24 Section 8.                 Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warrantiesand other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forthin or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalfof the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the casemay be, and will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement. A successorto a Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled tothe benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.Section 9.                 Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmedto the parties hereto as follows:| If to the Placement Agent: | Roth Capital Partners, LLC<br><br> <br>888 San Clemente Drive, Suite 400<br><br> <br>Newport Beach, CA 92660<br><br> <br>Attention: General Counsel<br><br> <br>Email: rothecm@roth.com || --- | --- || with a copy to: | DLA Piper LLP (US)<br><br> <br>2525 E. Camelback Road, Suite 1000<br><br> <br>Phoenix, Arizona 85016<br><br> <br>Attention: Steven D. Pidgeon, Esq.<br><br> <br>Email: Steven.Pidgeon@dlapiper.com || If to the Company | Quest Resource Holding Corporation<br><br> <br>3481 Plano Parkway<br><br> <br>The Colony, Texas 75056<br><br> <br>Attention: Laurie L. Latham<br><br> <br>Email: lauriel@questrmg.com || with a copy to: | Olshan Frome Wolosky LLP<br><br> <br>1325 Avenue of the Americas<br><br> <br>New York, New York 10019<br><br> <br>Attention: Kenneth A. Schlesinger, Esq.<br><br> <br>Email: KSchlesinger@olshanlaw.com<br><br> <br>Attention: Elizabeth R. Gonzalez-Sussman, Esq.<br><br> <br>Email: EGonzalez@olshanlaw.com |Any party hereto maychange the address for receipt of communications by giving written notice to the others.Section 10.             Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit ofthe employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,and personal representative, and no other person will have any right or obligation hereunder. 25 Section 11.             Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreementshall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraphor provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made suchminor changes (and only such minor changes) as are necessary to make it valid and enforceable.Section 12.             Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both thisengagement letter and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectand in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating tothis engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, Countyof New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it mayhave or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of theNew York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any suchsuit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of anyand all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, orin the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailedby certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company,in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the PlacementAgent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, actionor proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither the PlacementAgent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agent,its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transactiondescribed herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judiciallydetermined to have resulted from the bad faith, willful misconduct or gross negligence of such individuals or entities. If eitherparty shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such actionor proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurredwith the investigation, preparation and prosecution of such action or proceeding.Section 13.             General Provisions.(a)       ThisAgreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneousoral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in twoor more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto wereupon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and nocondition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation ofthis Agreement. 26 (b)       TheCompany acknowledges that in connection with the offering of the Shares: (i) the Placement Agent has acted at arms length, arenot agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only thoseduties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of theCompany. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arisingfrom an alleged breach of fiduciary duty in connection with the offering of the Shares.[The remainder of this page has beenintentionally left blank.] 27 If the foregoing isin accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterpartshereof, shall become a binding agreement in accordance with its terms.| Very truly yours, || --- || QUEST RESOURCE HOLDING CORPORATION || By: || Name: || Title: | 28 The foregoing PlacementAgency Agreement is hereby confirmed and accepted as of the date first above written.| Roth Capital Partners, LLC | || --- | --- || By: | || | Name: || | Title: | Exhibit 10.3Lock-Up AgreementAugust [__], 2020Roth Capital Partners, LLC888 San Clemente Drive, Suite 400Newport Beach, CA 92660Ladies and Gentlemen:The undersigned understandsRoth Capital Partners, LLC (“Roth”), as a placement agent, proposes to enter into a Placement Agency Agreement(the “Placement Agent Agreement”) with Quest Resource Holding Corporation, a Nevada corporation (the “Company”),providing for the issuance and sale (the “Offering”) of shares of Common Stock, par value $0.001 per share,of the Company (the “Shares”).To induce Roth to executethe Placement Agent Agreement, the undersigned hereby agrees that, without the prior written consent of Roth, the undersigned willnot, during the period commencing on the date of the preliminary prospectus supplement related to the Offering that is filed pursuantto Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and ending 90 days afterthe date (the “Offering Date”) of the final prospectus supplement (the “Prospectus”) relatedto the Offering that is filed pursuant to Rule 424(b) of the Securities Act (the “Lock-Up Period”), (1) offer,pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock ofthe Company or any securities convertible into or exercisable or exchangeable for shares of common stock of the Company, whethernow owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the powerof disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfersto another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transactionis to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any rightwith respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledgeor disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.The foregoing restrictionswill not apply to the registration and sale of the Shares pursuant to the Placement Agent Agreement. In addition, subject to theconditions below, the restrictions contained in this lock-up agreement will not apply to (a) transactions relating to Lock-Up Securitiesacquired in open market transactions after the Offering Date; (b) transfers of Lock-Up Securities as a bona fide gift, bywill or intestacy or to a family member of the undersigned or trust for the direct or indirect benefit of the undersigned or anyfamily member of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship byblood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educationalinstitution; (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company orother business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equityinterests in, the undersigned, as the case may be, (e) sales of Shares to cover the payment of the exercise prices or the paymentof taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, (f) by operationof law (such as pursuant to a qualified domestic order or in connection with a divorce settlement), and (g) transfers of Lock-UpSecurities to a bona fide third party pursuant to a tender offer or any other transaction, including, without limitation,a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation,entering into any lock-up, voting or similar agreement pursuant to which the undersigned agrees to transfer, sell, tender or otherwisedispose of Lock-Up Securities in connection with any such transaction or vote any Lock-Up Securities in favor of any such transaction);provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), or (d), each transferee shallsign and deliver to Roth a lock-up agreement substantially in the form of this lock-up agreement; provided, further, thatno filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),shall be required or shall be voluntarily made, except for a Form 5, or with respect to transfers pursuant to clause (e), (f),or (g), a filing on Form 4 or other public filing or announcement required to be filed or made on or after the 90th day after theOffering Date if the undersigned has provided Roth with notice of such required filing or announcement at least three businessdays prior to such filing and such filing or announcement shall expressly state that such transfer was pursuant to operation oflaw; and provided further, that with respect to transfers pursuant clause (g), all Lock-Up Securities subject to this lock-upagreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this lock-up agreement, and itshall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed,any Lock-Up Securities subject to this lock-up agreement shall remain subject to the restrictions herein. The undersigned alsoagrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against thetransfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. | 1 | Quest Resource Holding Corporation<br><br>Lock-Up Agreement || --- | --- | Subject to the conditionsbelow, the restrictions contained in this lock-up agreement shall also not apply to the undersigned entering into a written tradingplan established pursuant to Rule 10b5-1 under the Exchange Act during the Lock-Up Period, provided that (x) no direct or indirectoffers, pledges, sales, contracts to sell, sales of any option or contract to purchase, purchases of any option or contract tosell, grants of any option, right or warrant to purchase, loans or other transfers or disposals of any Lock-Up Securities may beeffected pursuant to such plan during the Lock-Up Period; and (y) no filing under the Exchange Act, or other public filing, shallbe required or voluntarily made, and no other public announcement shall be made, during the Lock-Up Period in connection with enteringinto such plan, other than a filing on Form 5 made after the expiration of the Lock-Up Period.No provision in thislock-up agreement shall be deemed to restrict or prohibit the exercise, exchange, or conversion by the undersigned of any securitiesexercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transferthe Shares acquired on such exercise, exchange, or conversion during the Lock-Up Period, unless otherwise permitted pursuant tothe terms of this lock-up agreement.The undersigned understandsthat the Company and Roth are relying upon this lock-up agreement in proceeding toward consummation of the Offering. The undersignedfurther understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives,successors, and assigns.The undersigned understandsthat, if (1) the Placement Agent Agreement is not executed by September 30, 2020, (2) if the Placement Agent Agreement (other thanthe provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Sharesto be sold thereunder, or (3) Roth advises the Company, prior to the execution of the Placement Agent Agreement, that they havedetermined not to proceed with the Offering, then this lock-up agreement shall be void and of no further force or effect.Whether or not theOffering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant tothe Placement Agent Agreement, the terms of which are subject to negotiation between the Company and Roth.[Signature page follows] | 2 | Quest Resource Holding Corporation<br><br>Lock-Up Agreement || --- | --- | | Very truly yours, || --- || (Name - Please Print) || (Signature) || (Name of Signatory, in the case of entities - Please Print) || (Title of Signatory, in the case of entities - Please Print) || Address: |Quest ResourceHolding CorporationLock-Up Agreement Exhibit 99.1Quest Resource Holding Corporation Prices$3,392,500 Common Stock OfferingTHE COLONY, TX., August 5, 2020 –Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest”), a national leader in environmental waste and recyclingservices, today announced it has entered into a placement agency agreement with Roth Capital Partners, LLC for the purchaseand sale of 2,950,000 shares of common stock, par value $0.001 per share, at an offering price of $1.15 per share, pursuantto a registered direct offering. The gross proceeds of the offering will be approximately $3,392,500, before deducting fees andother estimated offering expenses. The closing of the registered direct offering is expected to take place on or about August 7,2020, subject to the satisfaction of customary closing conditions.Roth Capital Partners is acting assole placement agent for the offering.This offering is being made pursuant toan effective shelf registration statement on Form S-3 (File No. 333-227800) previously filed with the U.S. Securities andExchange Commission (“SEC”) and declared effective on April 8, 2019. This press release shall not constitute an offerto sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction inwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of anysuch state or jurisdiction. A prospectus supplement relating to the shares of common stock will be filed by Quest with the SEC. When available, copies of the prospectus supplement, together with the accompanying prospectus, can be obtained at the SEC’swebsite at www.sec.gov or from Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147.About Quest Resource Holding CorporationQuest is a national provider of waste and recycling servicesto customers from across multiple industry sectors that are typically larger, multi-location businesses.  In addition,Quest’s programs and services enable customers to address their environmental and sustainability goals and responsibilities.Quest provides information that tracks and reports the environmental results of Quest’s services, provides actionable datato improve business operations, and enables customers to address their environmental and sustainability goals and responsibilities.Safe Harbor StatementThis press release contains forward-lookingstatements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor"for such statements in certain circumstances.  The forward-looking statements include, but are not limited to, our beliefwe have operations in place to sustainably support profitability while consistently providing excellent customer service; our beliefthat our asset-light business model and the essential nature of our services positions us to weather the challenging COVID-19 environment;and our belief that the financial measures contained in this press release facilitate operating performance comparisons from periodto period.  These statements are based on our current expectations, estimates, projections, beliefs, and assumptions.  Suchstatements involve significant risks and uncertainties. You are cautioned not to place undue reliance on such statements and toconsult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities.  Ourforward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless requiredby law to do so.Investor Relations Contact:Three Part Advisors, LLC - Joe Noyons -817.778.8424**