<SEC-DOCUMENT>0001140361-21-008722.txt : 20210316
<SEC-HEADER>0001140361-21-008722.hdr.sgml : 20210316
<ACCEPTANCE-DATETIME>20210316164959
ACCESSION NUMBER:		0001140361-21-008722
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210316
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20210316
DATE AS OF CHANGE:		20210316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BARNWELL INDUSTRIES INC
		CENTRAL INDEX KEY:			0000010048
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				720496921
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05103
		FILM NUMBER:		21746565

	BUSINESS ADDRESS:	
		STREET 1:		1100 ALAKEA ST.
		STREET 2:		SUITE 2900
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813
		BUSINESS PHONE:		808-531-8400

	MAIL ADDRESS:	
		STREET 1:		1100 ALAKEA ST.
		STREET 2:		SUITE 2900
		CITY:			HONOLULU
		STATE:			HI
		ZIP:			96813

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BMA CORP/TN
		DATE OF NAME CHANGE:	19770324

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BARNWELL OFFSHORE INC
		DATE OF NAME CHANGE:	19671101
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>nt10021836x2_8k.htm
<DESCRIPTION>8-K
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Broadridge Financial Solutions, Inc.
         Document created using EDGARfilings PROfile 7.3.2.0
         Copyright 1995 - 2021 Broadridge -->
  </head>
<body style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;" bgcolor="#ffffff">
  <div>
    <hr style="border: none; border-bottom: 1px solid black; border-top: 4px solid black; height: 10px; color: #ffffff; background-color: #ffffff; text-align: center; margin-left: auto; margin-right: auto;" align="center">
    <div>
      <div style="text-align: center; font-size: 14pt; font-weight: bold;">UNITED STATES</div>
      <div style="text-align: center; font-size: 14pt; font-weight: bold;">SECURITIES AND EXCHANGE COMMISSION</div>
      <div style="text-align: center; font-size: 12pt; font-weight: bold;">Washington, DC 20549</div>
      <div><br>
      </div>
      <div style="text-align: center; font-size: 18pt; font-weight: bold;">FORM 8-K</div>
      <div><br>
      </div>
      <div style="text-align: center; font-size: 12pt; font-weight: bold;">Current Report Pursuant to Section 13 or 15(d)</div>
      <div style="text-align: center; font-size: 12pt; font-weight: bold;">of the Securities Exchange Act of 1934</div>
      <div><br>
      </div>
      <div style="text-align: center;">Date of Report (Date of earliest event reported):<font style="font-weight: bold;"> March 16, 2021</font></div>
      <div><br>
      </div>
      <div style="text-align: center; font-size: 24pt; font-weight: bold;">BARNWELL INDUSTRIES, INC.</div>
      <div style="text-align: center;">(Exact Name of Registrant as Specified in its Charter)</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zcc14b365ca2d4c34b50fe5a7938d0bfd" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 39.66%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center; font-weight: bold;">Delaware</div>
            </td>
            <td style="width: 27.01%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center; font-weight: bold;">1-5103</div>
            </td>
            <td style="width: 33.33%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center; font-weight: bold;">72-0496921</div>
            </td>
          </tr>
          <tr>
            <td style="width: 39.66%; vertical-align: top; border-top: #000000 2px solid;">
              <div style="text-align: center;">(State or other jurisdiction of Incorporation)</div>
            </td>
            <td style="width: 27.01%; vertical-align: top; border-top: #000000 2px solid;">
              <div style="text-align: center;">(Commission File Number)</div>
            </td>
            <td style="width: 33.33%; vertical-align: top; border-top: #000000 2px solid;">
              <div style="text-align: center;">(IRS Employer Identification No.)</div>
            </td>
          </tr>

      </table>
      <div style="text-align: center; font-weight: bold;">1100 Alakea Street, Suite 2900</div>
      <div style="text-align: center; font-weight: bold;">Honolulu, Hawaii&#160; 96813</div>
      <div style="text-align: center;">(Address of Principal Executive Offices) (Zip Code)</div>
      <div><br>
      </div>
      <div style="text-align: center; font-weight: bold;">(808) 531-8400</div>
      <div style="text-align: center;">(Registrant&#8217;s Telephone Number, Including Area Code)</div>
      <div><br>
      </div>
      <div>
        <div style="text-align: center; font-weight: bold;">Not Applicable</div>
        <div style="text-align: center;">(Former Name or Former Address, if Changed Since Last Report)</div>
      </div>
      <div>
        <div><br>
        </div>
      </div>
      <div style="text-align: justify;">Securities registered pursuant to Section 12(b) of the Act:</div>
      <div style="text-align: justify;"> <br>
      </div>
      <table style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zd12603721e944307a5139113dad414ea" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 31.99%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center;">Title of each class</div>
            </td>
            <td style="width: 2%; vertical-align: top;">&#160;</td>
            <td style="width: 24%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center;">Trading Symbol(s)</div>
            </td>
            <td style="width: 2%; vertical-align: top;">&#160;</td>
            <td style="width: 40%; vertical-align: top; border-bottom: #000000 2px solid;">
              <div style="text-align: center;">Name of each exchange on which registered</div>
            </td>
          </tr>
          <tr>
            <td style="width: 31.99%; vertical-align: top;">
              <div style="text-align: center;">Common Stock, $0.50 Par Value</div>
            </td>
            <td style="width: 2%; vertical-align: top;">&#160;</td>
            <td style="width: 24%; vertical-align: top;">
              <div style="text-align: center;">BRN</div>
            </td>
            <td style="width: 2%; vertical-align: top;">&#160;</td>
            <td style="width: 40%; vertical-align: top;">
              <div style="text-align: center;">NYSE American</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="text-align: justify;">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:</div>
      <div><br>
      </div>
      <div> <br>
      </div>
      <table style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zed00637f2a9444c4abb84ba64fb6cf54" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 3.57%; vertical-align: top;">
              <div>[&#160; ]</div>
            </td>
            <td style="width: 96.43%; vertical-align: top;">
              <div>Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</div>
            </td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: middle;">&#160;</td>
            <td style="width: 96.43%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: top;">
              <div>[&#160; ]</div>
            </td>
            <td style="width: 96.43%; vertical-align: top;">
              <div>Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</div>
            </td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: middle;">&#160;</td>
            <td style="width: 96.43%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: top;">
              <div>[&#160; ]</div>
            </td>
            <td style="width: 96.43%; vertical-align: top;">
              <div>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</div>
            </td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: middle;">&#160;</td>
            <td style="width: 96.43%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 3.57%; vertical-align: top;">
              <div>[&#160; ]</div>
            </td>
            <td style="width: 96.43%; vertical-align: top;">
              <div>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="text-align: justify;">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
        (&#167;240.12b-2 of this chapter).&#160; Emerging growth company [&#160; ]</div>
      <div><br>
      </div>
      <div style="text-align: justify;">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. [&#160; ]</div>
      <div style="text-align: justify;">
        <hr style="border: none; border-bottom: 4px solid black; border-top: 1px solid black; height: 10px; color: #ffffff; background-color: #ffffff; text-align: center; margin-left: auto; margin-right: auto;" align="center"> </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="font-weight: bold;"><u>Item 1.01</u>&#160; <u>Entry into a Material Definitive Agreement</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">On March 16, 2021, Barnwell Industries, Inc. (&#8220;Barnwell&#8221; or the &#8220;Company&#8221;) entered into a Sales Agreement (the &#8220;Sales Agreement&#8221;) with A.G.P./Alliance Global Partners (&#8220;A.G.P,&#8221;), as sales agent, pursuant to which the
        Company may offer and sell, from time to time, shares of its common stock, par value $0.50 per share,&#160; (the &#8220;Shares&#8221;), through or to A.G.P as the Company&#8217;s sales agent or as principal, subject to the terms and conditions set forth therein.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">Subject to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and
        regulations and the rules of The NYSE American to sell the Shares from time to time based upon the Company&#8217;s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the
        Company&#8217;s instructions in that notice, and the terms and conditions of the Sales Agreement generally, A.G.P. may sell the Shares by any method permitted by law deemed to be an &#8220;at the market offering&#8221; as defined by Rule 415(a)(4) promulgated under
        the Securities Act of 1933, as amended. The Company will pay A.G.P. a commission of 3.0% of the aggregate gross proceeds from each sale of the Shares and has agreed to provide A.G.P. with customary indemnification and contribution rights. The
        Company has also agreed to reimburse A.G.P. for certain specified expenses.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">The Company is not obligated to make any sales of common stock under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The offering of the Shares pursuant to the Sales
        Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">The issuance and sale of the Shares by the Company under the Sales Agreement, if any, is subject to the effectiveness of the Company&#8217;s registration statement on Form S-3, filed with the Securities and Exchange
        Commission concurrently with this Current Report on Form 8-K on March 16, 2021 (the &#8220;Registration Statement&#8221;). The Company cannot make assurances as to if or whether the Registration Statement will become effective or, if it does become effective,
        as to the continued effectiveness of the Registration Statement. The Registration Statement includes a prospectus specifically relating to the offering of the Shares pursuant to the Sales Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">The foregoing summary is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.01 and is incorporated in its entirety by reference herein.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in
        any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div><font style="font-weight: bold;"><u>Item 9.01</u></font>&#160; <font style="font-weight: bold;"><u>Financial Statements and Exhibits</u></font><font style="font-weight: bold;">.</font></div>
      <div><br>
      </div>
      <div>(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Exhibits</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="zcceeef152ee14cb7af4657d4affa3b14" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 24.94%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;"><u>Exhibit No.</u></div>
            </td>
            <td style="width: 75.06%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;"><u>Description</u></div>
            </td>
          </tr>
          <tr>
            <td style="width: 24.94%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;"><a href="nt10021836x2_ex1-1.htm">1.01</a></div>
            </td>
            <td style="width: 75.06%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Sales Agreement, dated March 16, 2021 by and between Barnwell Industries, Inc. and A.G.P. / Alliance Global Partners, filed herewith</div>
            </td>
          </tr>

      </table>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: center; font-weight: bold;">SIGNATURE</div>
      <div><br>
      </div>
      <div style="text-indent: 36pt;">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.</div>
      <div><br>
      </div>
      <div>Dated: March 16, 2021</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z438a69153d9a487eaf48141ac5c41ccb" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
            <td colspan="3" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">BARNWELL INDUSTRIES, INC.</div>
            </td>
          </tr>
          <tr>
            <td rowspan="1" style="width: 50%; vertical-align: top;">&#160;</td>
            <td rowspan="1" colspan="3" style="vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
            <td style="width: 5%; vertical-align: top; padding-bottom: 2px;">
              <div style="font-family: 'Times New Roman', Times, serif;">By:</div>
            </td>
            <td colspan="2" style="vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);">
              <div>
                <div style="font-family: 'Times New Roman', Times, serif;">/s/ Russell M. Gifford</div>
              </div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
            <td style="width: 5%; vertical-align: top;">&#160;</td>
            <td style="width: 7%; vertical-align: top;">
              <div style="text-indent: -18pt; margin-left: 18pt; font-family: 'Times New Roman', Times, serif;">Name:</div>
            </td>
            <td style="width: 38%; vertical-align: top;">
              <div style="text-indent: -18pt; margin-left: 18pt; font-family: 'Times New Roman', Times, serif;">Russell M. Gifford</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
            <td style="width: 5%; vertical-align: top;">&#160;</td>
            <td style="width: 7%; vertical-align: top;">
              <div style="text-indent: -18pt; margin-left: 18pt; font-family: 'Times New Roman', Times, serif;">Title:</div>
            </td>
            <td style="width: 38%; vertical-align: top;">
              <div style="text-indent: 0.2pt; font-family: 'Times New Roman', Times, serif;">Executive Vice President and Chief Financial Officer</div>
            </td>
          </tr>

      </table>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: center;"><u>Exhibit Index</u></div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z89e3ae8ce58e4b65b93fe65c3b0e350e" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 24.94%; vertical-align: top;">
              <div><u>Exhibit No.</u></div>
            </td>
            <td style="width: 75.06%; vertical-align: top;">
              <div><u>Description</u></div>
            </td>
          </tr>
          <tr>
            <td style="width: 24.94%; vertical-align: top;">
              <div><a href="nt10021836x2_ex1-1.htm">1.01</a></div>
            </td>
            <td style="width: 75.06%; vertical-align: top;">
              <div>Sales Agreement, dated March 16, 2021 by and between Barnwell Industries, Inc. and A.G.P. / Alliance Global Partners, filed herewith</div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <hr style="height: 2px; color: #000000; background-color: #000000; text-align: center; margin-left: auto; margin-right: auto; border: none;" align="center" noshade="noshade"></div>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>nt10021836x2_ex1-1.htm
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Broadridge Financial Solutions, Inc.
         Document created using EDGARfilings PROfile 7.3.2.0
         Copyright 1995 - 2021 Broadridge -->
  </head>
<body style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;" bgcolor="#ffffff">
  <div>
    <hr style="height: 4px; color: #000000; background-color: #000000; text-align: center; margin-left: auto; margin-right: auto; border: none;" align="center" noshade="noshade">
    <div>
      <div><br>
      </div>
      <div><br>
      </div>
      <div style="text-align: right; font-weight: bold;">Exhibit 1.01</div>
      <div><br>
      </div>
      <div style="text-align: center; font-weight: bold;">BARNWELL INDUSTRIES, INC.</div>
      <div><br>
      </div>
      <div style="text-align: center; font-weight: bold;">COMMON STOCK</div>
      <div><br>
      </div>
      <div style="text-align: center; font-weight: bold;"><u>SALES AGREEMENT</u></div>
      <div><br>
      </div>
      <div style="text-align: right;">March 16, 2021</div>
      <div><br>
      </div>
      <div style="text-align: justify;">A.G.P./Alliance Global Partners</div>
      <div>590 Madison Avenue</div>
      <div>28<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">th</sup> Floor</div>
      <div>New York, NY 10022</div>
      <div><br>
      </div>
      <div>Ladies and Gentlemen:</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">Barnwell Industries, Inc., a Delaware corporation (the &#8220;<font style="font-weight: bold;"><u>Company</u></font>&#8221;), confirms its agreement (this &#8220;<font style="font-weight: bold;"><u>Agreement</u></font>&#8221;)

        with A.G.P./Alliance Global Partners (the &#8220;<font style="font-weight: bold;"><u>Sales Agent</u></font>&#8221;), as follows:</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">1. <u>Issuance and Sale of Shares</u>. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and
        sell to or through the Sales Agent, acting as agent or principal, shares of the Company&#8217;s common stock, par value $0.50 per share (the &#8220;<font style="font-weight: bold;"><u>Common Stock</u></font>&#8221;), subject to the limitations set forth in <u>Section

          3(b)</u> hereof. The issuance and sale of shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company after the Registration Statement is declared effective
        under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the &#8220;<font style="font-weight: bold;"><u>Commission</u></font>&#8221;).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder
        (collectively, the &#8220;<font style="font-weight: bold;"><u>Securities Act</u></font>&#8221;), with the Commission, the Registration Statement relating to shares of Common Stock to be issued from time to time by the Company, and which incorporates by
        reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<font style="font-weight: bold;"><u>Exchange

            Act</u></font>&#8221;). The Registration Statement includes a prospectus specifically relating to the offering of Common Stock pursuant to this Agreement (the &#8220;<font style="font-weight: bold;"><u>ATM Prospectus</u></font>&#8221;). As soon as practicable
        following the date that the Registration Statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement, relating to the
        Placement Shares (as defined below). &#8220;<font style="font-weight: bold;"><u>Registration Statement</u></font>&#8221; means the shelf registration statement on Form S-3 filed by the Company, as amended when it becomes effective, including all documents
        filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) included therein or subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or
        deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act. The base prospectus included in the Registration Statement (the &#8220;<font style="font-weight: bold;"><u>Base Prospectus</u></font>&#8221;), including
        all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus,
        including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which
        is included in the Registration Statement, as it or they may be as amended or supplemented from time to time (including by means of one or more stickers or prospectus supplements), in the form in which such Base Prospectus and/or ATM Prospectus
        have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any &#8220;issuer free writing prospectus&#8221; (&#8220;<font style="font-weight: bold;"><u>Issuer Free Writing Prospectus</u></font>&#8221;),
        as defined in Rule 433 of the Securities Act (&#8220;<font style="font-weight: bold;"><u>Rule 433</u></font>&#8221;), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to
        Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company&#8217;s records pursuant to Rule 433(g), is herein called the &#8220;<font style="font-weight: bold;"><u>Prospectus</u></font>.&#8221; Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference
        herein to the terms &#8220;amend,&#8221; &#8220;amendment&#8221; or &#8220;supplement&#8221; with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be
        incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to
        either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications (collectively &#8220;<font style="font-weight: bold;"><u>EDGAR</u></font>&#8221;).</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <!--PROfilePageNumberReset%Num%3%%%-->
      <div style="text-align: justify; text-indent: 36pt;">2. <u>Placements</u>. Each time that the Company wishes to issue and sell the Common Stock through the Sales Agent, as agent, hereunder (each, a &#8220;<font style="font-weight: bold;"><u>Placement</u></font>&#8221;),

        it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a &#8220;<font style="font-weight: bold;"><u>Placement Notice</u></font>&#8221;) containing the parameters in accordance with which it desires the
        Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the &#8220;<font style="font-weight: bold;"><u>Placement Shares</u></font>&#8221;), the time period during which sales are requested to be made, any
        limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in <u>Section 3</u>) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary
        is attached hereto as <font style="font-weight: bold;"><u>Schedule 1</u></font>. The Placement Notice shall originate from any of the individuals from the Company set forth on <font style="font-weight: bold;"><u>Schedule 2</u></font> (with a copy
        to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on <font style="font-weight: bold;"><u>Schedule 2</u></font>, as such <font style="font-weight: bold;"><u>Schedule 2</u></font> may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in <u>Section
          4</u>, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in <u>Section
          4</u>, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the
        provisions of <u>Section 11</u>. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth
        in <font style="font-weight: bold;"><u>Schedule 3</u></font>. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and
        until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict
        between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">3. <u>Sale of Placement Shares by the Sales Agent</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) Subject to the terms and conditions herein set forth, upon the Company&#8217;s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined,
        suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, as agent for the Company, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state
        and federal laws, rules and regulations and the rules of The NYSE American (the &#8220;<font style="font-weight: bold;"><u>Exchange</u></font>&#8221;), for the period specified in the Placement Notice, to sell such Placement Shares up to the amount specified
        by the Company in, and otherwise in accordance with the terms of such Placement Notice. If acting as agent hereunder, the Sales Agent will provide written confirmation to the Company (including by email correspondence to each of the individuals of
        the Company set forth on <font style="font-weight: bold;"><u>Schedule 2</u></font>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the
        opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the
        Placement Shares, the compensation payable by the Company to the Sales Agent pursuant to <u>Section 2</u> with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the
        Sales Agent (as set forth in <u>Section 5(a)</u>) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an &#8220;at
        the market&#8221; offering as defined in Rule 415 under the Securities Act, including sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement
        Notice, the Sales Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions with the Company&#8217;s prior written consent. The Company acknowledges and agrees that (i) there can be
        no assurance that the Sales Agent will be successful in selling Placement Shares, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than
        a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Sales
        Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice. For the
        purposes hereof, &#8220;<font style="font-weight: bold;"><u>Trading Day</u></font>&#8221; means any day on which the Company&#8217;s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">3</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate number or gross
        sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of: (i) the number or dollar amount of shares of Common Stock registered pursuant to the Registration Statement pursuant to which the offering hereunder is
        being made, (ii) the number of authorized but unissued and unreserved shares of Common Stock, (iii) the number or dollar amount of shares of Common Stock permitted to be offered and sold by the Company under Form S-3 (including General Instruction
        I.B.6. of Form S-3, if and for so long as applicable), (iv) the number or dollar amount of shares of Common Stock authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors (or a duly authorized
        committee thereof) and notified to the Sales Agent in writing (including by email correspondence), or (v) the number or dollar amount of shares of Common Stock for which the Company has filed the ATM Prospectus or other prospectus supplement
        specifically relating to the offering of the Placement Shares pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the
        minimum price authorized from time to time by the Company&#8217;s board of directors (or a duly authorized committee thereof) and notified to the Sales Agent in writing (including by email correspondence). Notwithstanding anything to the contrary
        contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this <u>Section 3(b)</u> on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to
        time shall be the sole responsibility of the Company, and that the Sales Agent shall have no obligation in connection with such compliance.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) During the term of this Agreement, neither the Sales Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company or (ii) any sale of any
        security of the Company that the Sales Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Sales Agent. During the term of this Agreement and notwithstanding
        anything to the contrary herein, the Sales Agent agrees that in no event will the Sales Agent or its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative
        securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Exchange Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">4. <u>Suspension of Sales</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) The Company or the Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on <font style="font-weight: bold;"><u>Schedule 2</u></font>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by email
        correspondence to each of the individuals of the other party set forth on <font style="font-weight: bold;"><u>Schedule 2</u></font>), suspend any sale of Placement Shares for a period of time (a &#8220;<font style="font-weight: bold;"><u>Suspension
            Period</u></font>&#8221;); <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that such suspension shall not affect or impair either party&#8217;s obligations with respect to any Placement Shares sold
        hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this <u>Section 4</u> shall be effective against the other unless it is made to one of the individuals named on <font style="font-weight: bold;"><u>Schedule

            2</u></font> hereto, as such schedule may be amended from time to time. During a Suspension Period, the Company shall not issue any Placement Notices and the Sales Agent shall not sell any Placement Shares hereunder. The party that issued a
        suspension notice shall notify the other party in writing of the Trading Day on which the Suspension Period shall expire not later than twenty-four (24) hours prior to such Trading Day.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Sales Agent agree that
        (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Sales Agent shall not be obligated to sell or offer to sell any Placement Shares.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">5. <u>Settlement</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) <u>Settlement of Placement Shares</u>. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">nd</sup>) Trading Day (or such earlier day as is industry practice for regular-way trading) following the respective Point of Sale (as defined below) (each, a &#8220;<font style="font-weight: bold;"><u>Settlement Date</u></font>&#8221;). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the &#8220;<font style="font-weight: bold;"><u>Net Proceeds</u></font>&#8221;)

        will be equal to the aggregate sales price received by the Sales Agent at which such Placement Shares were sold, after deduction for (i) the Sales Agent&#8217;s discount, commission or other compensation for such sales payable by the Company pursuant to
        <u>Section 2</u> hereof, (ii) any other amounts due and payable by the Company to the Sales Agent hereunder pursuant to Section 7(g) (Expenses) hereof (iii) any transaction fees, trading expenses or execution fees imposed by any clearing
        organization or any governmental or self-regulatory organization and any other fees incurred by the Sales Agent in respect of such sales.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">4</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) <u>Delivery of Placement Shares</u>. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by
        crediting the Sales Agent&#8217;s or its designee&#8217;s account (provided the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at
        Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent
        will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to
        deliver duly authorized Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in <u>Section 9(a)</u> (Indemnification and Contribution) hereto, the Company will
        (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent within the meaning of Section
        15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with the Sales Agent (each, a &#8220;<font style="font-weight: bold;"><u>Sales Agent Affiliate</u></font>&#8221;), and the Sales Agent&#8217;s clearing
        organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if
        applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">6. <u>Representations and Warranties of the Company</u>. The Company, on behalf of itself and its subsidiaries, represents and warrants to, and agrees with, the Sales Agent that as of each
        Applicable Time (as defined in <u>Section 22(a)</u>), unless such representation, warranty or agreement specifies a different time or times:</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) <u>Compliance with Registration Requirements</u>. As of each Applicable Time other than the date of this Agreement, the Registration Statement (including any abbreviated registration statement
        filed by the Company pursuant to Rule 462(b) under the Securities Act (&#8220;<font style="font-weight: bold;"><u>Rule 462(b) Registration Statement</u></font>&#8221;)) has been declared effective by the Commission under the Securities Act. As of each
        Applicable Time other than the date of this Agreement, the Company has not received from the Commission any notice pursuant to Rule 401(g)(1) under the Securities Act objecting to the use of the Registration Statement. As of each Applicable Time
        other than the date of this Agreement, the Company has complied to the Commission&#8217;s satisfaction with all requests of the Commission for additional or supplemental information related to the Registration Statement and the Prospectus. As of each
        Applicable Time other than the date of this Agreement, no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) is in effect and no proceedings for such purpose have been instituted
        or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time of (i) the initial filing of the Registration Statement with the Commission and (ii) the most recent amendment thereto for the
        purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the
        then applicable requirements for use of Form S-3 under the Securities Act, including compliance with General Instructions I.A and I.B.6. of Form S-3, if and for so long as applicable. The Registration Statement and the offer and sale of the
        Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. In the section entitled &#8220;Plan of Distribution&#8221; in the ATM Prospectus, the Company has named
        A.G.P./Alliance Global Partners as an agent that the Company has engaged in connection with the transactions contemplated by this Agreement. The Company was not and is not an &#8220;ineligible issuer&#8221; as defined in Rule 405 under the Securities Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) <u>No Misstatement or Omission</u>. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied or will comply in all material
        respects with the Securities Act. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The Registration
        Statement and any post-effective amendment thereto, at the time it became or becomes effective, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
        the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Point of Sale and each Settlement Date, will not contain any untrue statement of a material fact or omit to state a material
        fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements
        in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Sales Agent furnished to
        the Company in writing by the Sales Agent expressly for use therein. &#8220;<font style="font-weight: bold;"><u>Point of Sale</u></font>&#8221; means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such
        acquiror, to acquire such Placement Shares.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">5</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) <u>Offering Materials Furnished to the Sales Agent</u>. Copies of the Registration Statement, the Prospectus, and all amendments or supplements thereto and all documents incorporated by
        reference therein that were filed with the Commission on or prior to the date of this Agreement, have been delivered, or are publicly available through EDGAR, to the Sales Agent. Each Prospectus delivered to the Sales Agent for use in connection
        with the sale of the Placement Shares pursuant to this Agreement will be identical to the version of such Prospectus filed with the Commission via EDGAR, except to the extent permitted by Regulation S-T.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(d) <u>Distribution of Offering Material by the Company</u>. The Company has not distributed and will not distribute, prior to the completion of the Sales Agent&#8217;s distribution of the Placement
        Shares, any offering material in connection with the offering and sale of the Placement Shares other than the Prospectus or the Registration Statement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(e) <u>The Sales Agreement</u>. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal, and binding obligation of the Company, enforceable
        against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
        similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to authorize, issue and sell the Placement Shares as
        contemplated by this Agreement. This Agreement conforms in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(f) <u>Authorization of the Placement Shares</u>. The Placement Shares, when issued and paid for as contemplated herein, will be 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 rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(g) <u>No Applicable Registration or Other Similar Rights</u>. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the
        Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with the
        offer and sale of the Placement Shares hereunder, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated hereby or otherwise.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(h) <u>No Material Adverse Change</u>. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus: (i) there has been no
        material adverse change in the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (any such change is called a &#8220;<font style="font-weight: bold;"><u>Material Adverse Change</u></font>&#8221;), or any development involving a prospective material adverse change, which, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Change; (ii) the
        Company and its subsidiaries, considered as one entity have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the
        ordinary course of business; (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for regular quarterly dividends publicly announced by the Company or dividends paid to the Company or other
        subsidiaries, by any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock; (iv) no officer or director of the Company has resigned from any position
        with the Company; and (v) there has not been any Material Adverse Change in the Company&#8217;s long-term debt.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(i) <u>Independent Accountants</u>. To the knowledge of the Company, Weaver and Tidwell, L.L.P. , whose report is filed with the Commission and included or incorporated by reference in the
        Registration Statement and the Prospectus, and KPMG LLP, whose report is filed with the Commission and included or incorporated by reference in the Registration Statement and the Prospectus, are each an independent registered public accounting firm
        as required by the Securities Act and the Public Company Accounting Oversight Board.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(j) <u>Financial Statements</u>. The financial statements incorporated by reference into the Registration Statement and included in the Prospectus, together with the related notes and schedules,
        comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and fairly present the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the
        results of their operations and cash flows for the periods specified therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (&#8220;<font style="font-weight: bold;">GAAP</font>&#8221;)

        applied on a consistent basis throughout the periods involved. No other financial statements, pro forma financial information or schedules are required under the Securities Act or the Exchange Act to be included in or incorporated by reference in
        the Registration Statement or the Prospectus.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">6</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(k) <u>Forward-Looking Statements</u>. The Company had a reasonable basis for, and made in good faith, each forward-looking statement (within the meaning of Section 27A of the Securities Act or
        Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(l) <u>Statistical and Marketing-Related Data</u>. The statistical or market-related data included or incorporated by reference in each of the Registration Statement or the Prospectus are based on
        or derived from sources that the Company reasonably believes to be reliable and accurate, and, to the Company&#8217;s knowledge, the Company has obtained the written consent to the use of such data from such sources to the extent required.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(m) <u>XBRL</u>. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in
        all material respects and has been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(n) <u>Incorporation and Good Standing of the Company and its Subsidiaries</u>. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware and in
        good standing under such laws. The Company has requisite corporate power to carry on its business as described in the Prospectus. The Company is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct
        of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation,
        association or other entity other than the subsidiaries listed in Exhibit 21 to the Company&#8217;s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21 by Item
        601 of Regulation S-K under the Exchange Act, (ii) those subsidiaries formed since the last day of the most recently ended fiscal year, and (iii) as disclosed in the Registration Statement or the Prospectus. Each subsidiary is a corporation or
        limited liability company duly incorporated or formed and validly existing under the laws of the jurisdiction of its incorporation or formation and is in good standing under such laws. Each of the subsidiaries has requisite corporate power to carry
        on its business as described in the Prospectus. Each of the subsidiaries is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure
        to be so qualified or to be in good standing would not result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(o) <u>Capital Stock Matters</u>. The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus. The form of certificates for the Common Stock conforms
        to the corporate law of the jurisdiction of the Company&#8217;s incorporation. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in
        compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement and the Prospectus. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive
        rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully
        paid and nonassessable and, except as set forth in the Registration Statement or the 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 pursuant to the Company&#8217;s incentive plans or as otherwise set forth in the Registration Statement or the Prospectus, since the respective dates as of which information is provided in the Registration Statement or the 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 the Company.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">7</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(p) <u>Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required</u>. The Company&#8217;s execution, delivery and performance of this Agreement and consummation of the
        transactions contemplated hereby or by the Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus under the
        caption &#8220;Use of Proceeds&#8221;) will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any
        property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation 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 time or both) (a &#8220;<font style="font-weight: bold;"><u>Default Acceleration Event</u></font>&#8221;) of, any agreement, lease, credit facility,
        debt, note, bond, mortgage, indenture or other instrument (&#8220;<font style="font-weight: bold;"><u>Contract</u></font>&#8221;) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the
        Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Change, or (C) result in a breach or violation of any of the
        terms and provisions of, or constitute a default under, the Company&#8217;s certificate of incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to time). Except as disclosed
        in the Registration Statement and Prospectus, neither the Company nor any of its subsidiaries is in violation, breach or default under its Certificate of Incorporation, by-laws or other equivalent organizational or governing documents. Neither the
        Company nor any of its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent,
        order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the
        Company of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which the Sales Agent would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial
        Industry Regulatory Authority, Inc. (&#8220;<font style="font-weight: bold;"><u>FINRA</u></font>&#8221;), such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange Act, or filings with
        the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common Stock
        for sale by the Sales Agent under state securities or Blue Sky laws.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(q) <u>No Material Actions or Proceedings</u>. Except as set forth in the Registration Statement or the Prospectus, there is not pending or, to the knowledge of the Company, threatened, any
        action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject before or by any court or governmental agency, authority or body, or
        any arbitrator or mediator.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(r) <u>Labor Disputes</u>. There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company&#8217;s knowledge, threatened against it or any of
        its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so
        pending against the Company or any of its subsidiaries, or, to the Company&#8217;s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company&#8217;s knowledge, is
        imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or
        in the aggregate, to have a Material Adverse Change. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(s) <u>All Necessary Permits, etc</u>. Except as set forth in the Registration Statement or the Prospectus, the Company and each of its subsidiaries holds, and is in compliance with, all
        franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (&#8220;<font style="font-weight: bold;"><u>Permits</u></font>&#8221;) of any governmental or self-regulatory agency, authority or body required for the conduct
        of its business, and all such Permits are in full force and effect.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">8</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(t) <u>Tax Law Compliance</u>. Except as set forth in the Registration Statement or the Prospectus, each of the Company and its subsidiaries has (a) filed all foreign, federal, state and local tax
        returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof and (b) paid all taxes (as hereinafter defined) shown as due on such returns that
        were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary. The provisions for taxes payable, if any, shown on the financial statements included or incorporated by reference in the Registration
        Statement or the Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Other than as disclosed in the Registration Statement or
        the Prospectus, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation
        with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. There are no tax liens against the assets, properties or business of the Company or any of its subsidiaries. The term &#8220;<font style="font-weight: bold;"><u>taxes</u></font>&#8221; means 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 whatever, together with any interest and any penalties, additions to tax or
        additional amounts with respect thereto. The term &#8220;<font style="font-weight: bold;"><u>returns</u></font>&#8221; means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(u) <u>Company Not an &#8220;Investment Company</u>&#8221;. The Company is not, and will not be, either after receipt of payment for the Placement Shares or after the application of the proceeds therefrom as
        described under &#8220;Use of Proceeds&#8221; in the Registration Statement or the Prospectus, required to register as an &#8220;investment company&#8221; under the Investment Company Act of 1940, as amended (the <font style="font-weight: bold;">&#8220;</font><font style="font-weight: bold;"><u>Investment Company Act</u></font>&#8221;).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(v) <u>Insurance</u>. Each of the Company and its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the
        value of its properties and as is customary for companies engaged in similar businesses in similar industries, and all such insurance is in full force and effect. Neither the Company nor any of its subsidiaries has reason to believe that it will
        not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that
        would not result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(w) <u>No Price Stabilization or Manipulation</u>. Neither the Company nor any of its subsidiaries has taken, directly or indirectly (without giving any effect to the activities of the Sales
        Agent), any action designed to or that might cause or result in stabilization or manipulation of the price of the Common Stock or of any &#8220;reference security&#8221; (as defined in Rule 100 of Regulation M under the Exchange Act (&#8220;<font style="font-weight: bold;"><u>Regulation M</u></font>&#8221;)) with respect to the Common Stock, whether to facilitate the sale or resale of the Placement Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(x) <u>Related Party Transactions</u>. There are no business relationships or related party transactions involving the Company, any of its subsidiaries or any other person required to be described
        in the Registration Statement or the Prospectus that have not been described as required pursuant to the Securities Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(y) <u>Exchange Act Compliance</u>. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto, at
        the time they were or hereafter are filed with the Commission under the Exchange Act, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus,
        at each Point of Sale and each Settlement Date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the fact required to be stated therein or necessary to make
        the statements therein, in the light of the circumstances under which they were made, not misleading.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(z) <u>Conformity of Issuer Free Writing Prospectus</u>. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the
        date of first use, and the Company has complied or will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free Writing Prospectus, as of its issue date and at all
        subsequent times through the completion of the public offer and sale of the Placement Shares, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration
        Statement or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified. The Company has not made any offer relating to the Placement Shares that would constitute an Issuer Free Writing
        Prospectus without the prior written consent of the Sales Agent. The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">9</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(aa) <u>Compliance with Environmental Laws</u>. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use,
        treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (&#8220;<font style="font-weight: bold;"><u>Environmental Laws</u></font>&#8221;), except
        where the failure to comply has not had and would not reasonably be expected to, singularly or in the aggregate, result in a Material Adverse Change. 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 substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company&#8217;s knowledge, any other entity for whose acts or omissions the Company
        or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule,
        regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability
        which has not had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment
        surrounding such property of any toxic or other wastes or other hazardous substances, in each case that would reasonably be expected to result in any material liability for the Company or any of its subsidiaries, with respect to which the Company
        or any of its subsidiaries has knowledge. The Company and its subsidiaries have reviewed the effect of Environmental Laws on their business and assets, in the course of which they identified and evaluated associated costs and liabilities
        (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental permits issued thereunder, any related constraints on operating activities and
        any potential liabilities to third parties). On the basis of such reviews, the Company has reasonably concluded that such associated costs and liabilities would not have, singularly or in the aggregate, a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(bb) <u>Intellectual Property</u>. The Company and each of its subsidiaries own or possess or have valid rights to use all patents, patent applications, trademarks, service marks, trade names,
        trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (&#8220;<font style="font-weight: bold;"><u>Intellectual Property Rights</u></font>&#8221;) necessary for the conduct of the business of the
        Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or
        use by the Company or any of its subsidiaries necessary for the conduct of their business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or
        similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries have received any notice
        alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the
        Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened
        action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such
        claim, that would, individually or in the aggregate, together with any other claims in this <u>Section 6(bb)</u>, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or any of
        its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or,
        to the Company&#8217;s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such
        claim that would, individually or in the aggregate, together with any other claims in this <u>Section 6(bb)</u>, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company&#8217;s knowledge, threatened
        action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any of its
        subsidiaries has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this <u>Section

          6(bb)</u>, reasonably be expected to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement or the Prospectus, to the Company&#8217;s knowledge, no employee of the Company or any of its subsidiaries is in or has
        ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive
        covenant to or with a former employer where the basis of such violation relates to such employee&#8217;s employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its
        subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company&#8217;s knowledge, all material technical information developed by and belonging to the Company or any of its
        subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person
        or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth
        in the preceding sentence. None of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or
        any such subsidiary or, to the Company&#8217;s knowledge, any of its or its subsidiaries&#8217; officers, directors or employees, or otherwise in violation of the rights of any persons.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">10</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(cc) <u>Brokers</u>. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement) that
        would give rise to a valid claim against the Company or any of its subsidiaries or the Sales Agent for a brokerage commission, finder&#8217;s fee or like payment in connection with the offering and sale of the Placement Shares by the Sales Agent under
        this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(dd) <u>No Outstanding Loans or Other Indebtedness</u>. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or
        indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company or executive officers of any of its subsidiaries to the extent such executive officers may be deemed executive officers
        of the Company, or any of their respective family members, except as disclosed in the Registration Statement or the Prospectus. Since July 30, 2002, the Company has not directly or indirectly extended or maintained credit, arranged for the
        extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Company.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ee) <u>No Reliance</u>. The Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax or accounting advice in connection with the offering and sale of
        the Placement Shares.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ff) <u>Broker-Dealer Status</u>. Neither the Company nor any of its related entities (i) is required to register as a &#8220;broker&#8221; or &#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or
        (ii) directly or indirectly through one or more intermediaries, controls or is a &#8220;person associated with a member&#8221; or &#8220;associated person of a member&#8221; (within the meaning of Article I of the NASD Manual administered by FINRA). To the Company&#8217;s
        knowledge, there are no affiliations or associations between any member of FINRA and any of the Company&#8217;s officers, directors or 5% or greater security holders, except as set forth in the Registration Statement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(gg) <u>Public Float Calculation</u>. At the time the Registration Statement (including any Rule 462(b) Registration Statement) was or will be filed with the Commission, at the time the
        Registration Statement (including any Rule 462(b) Registration Statement) was or will be declared effective by the Commission, and at the time the Company&#8217;s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or
        will meet the then applicable requirements for the use of Form S-3 under the Securities Act. As of the close of trading on the Exchange on March 15, 2021, the aggregate market value of the outstanding voting and non-voting common equity (as defined
        in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common
        control with, the Company) (the &#8220;<font style="font-weight: bold;"><u>Non-Affiliate Shares</u></font>&#8221;), was approximately $22,196,021.76 (calculated by multiplying (x) the price at which the common equity of the Company was last sold on the
        Exchange on January 28, 2021 by (y) the number of Non-Affiliate Shares outstanding on March 15, 2021). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for at least 12 calendar months previously and if it
        has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell
        company.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(hh) <u>FINRA Matters</u>. All of the information provided to the Sales Agent or to counsel for the Sales Agent by the Company, its counsel, its officers and directors and, to the Company&#8217;s
        knowledge, the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Placement Shares is true, complete, correct and compliant with FINRA&#8217;s rules in all material
        respects and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct in all material respects. Except as disclosed in the Registration Statement or the
        Prospectus, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company&#8217;s securities or (iii) beneficial owner of the Company&#8217;s unregistered equity securities that were acquired during the
        180-day period immediately preceding the date of this Agreement that is an affiliate or associated person of a FINRA member participating in the offer, issuance and sale of the Placement Shares as contemplated by this Agreement and the Registration
        Statement and the Prospectus (as determined in accordance with the rules and regulations of FINRA).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ii) <u>Compliance with Orders</u>. Neither the Company nor any of its subsidiaries is in violation of any material judgment, decree, or order of any court, arbitrator or other governmental
        authority.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">11</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;"><u>(jj) Compliance with Certain Applicable Laws</u>. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change, the Company and each of
        its subsidiaries: (A) are and at all times has been in compliance in all material respects with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing,
        labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company (&#8220;<font style="font-weight: bold;"><u>Applicable Laws</u></font>&#8221;); (B) has not received any warning letter,
        untitled letter or other correspondence or notice from any governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or
        amendments thereto required by any such Applicable Laws (&#8220;<font style="font-weight: bold;"><u>Authorizations</u></font>&#8221;); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in
        material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging
        that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit,
        investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority
        is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or
        Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent
        submission).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(kk) <u>Sarbanes&#8211;Oxley Act</u>. There is and has been no failure on the part of the Company or any of the Company&#8217;s directors or officers, in their capacities as such, to comply in all material
        respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#8220;<font style="font-weight: bold;"><u>Sarbanes-Oxley Act</u></font>&#8221;), including Section 402 related to
        loans and Sections 302 and 906 related to certifications.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ll) <u>Disclosure Controls And Procedures</u>. Except as set forth in the Registration Statement or the Prospectus, the Company and its subsidiaries maintain systems of &#8220;internal control over
        financial reporting&#8221; (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal
        financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but
        not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management&#8217;s general or specific authorizations; (ii) transactions are recorded as necessary to permit
        preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management&#8217;s general or specific authorization; (iv) the recorded accountability for
        assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by references in
        the Registration Statement or the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. Since the date of the latest audited
        financial statements included in the Registration Statement or the Prospectus, there has been no change in the Company&#8217;s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and
        adversely affect, the Company&#8217;s internal control over financial reporting.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(mm) <u>ERISA</u>. To the best knowledge of the Company, (i) the Company, its subsidiaries and any &#8220;employee benefit plan&#8221; (as defined under the Employee Retirement Income Security Act of 1974, as
        amended, and the regulations and published interpretations thereunder (collectively, &#8220;<font style="font-weight: bold;"><u>ERISA</u></font>&#8221;)) established or maintained by the Company, its subsidiaries or any of their &#8220;ERISA Affiliates&#8221; (as defined
        below) are in compliance in all material respects with ERISA, (ii) no &#8220;reportable event&#8221; (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any &#8220;employee benefit plan&#8221; established or maintained by the Company,
        or any of its subsidiaries or any of their ERISA Affiliates, (iii) no &#8220;employee benefit plan&#8221; established or maintained by the Company, any of its subsidiaries or any of their ERISA Affiliates, if such &#8220;employee benefit plan&#8221; were terminated, would
        have any &#8220;amount of unfunded benefit liabilities&#8221; (as defined under ERISA), and (iv) neither the Company nor any of its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (x)
        Title IV of ERISA with respect to termination of, or withdrawal from, any &#8220;employee benefit plan&#8221; or (y) Sections 412, 4971, 4975 or 4980B of the Code. Each &#8220;employee benefit plan&#8221; established or maintained by the Company, any of its subsidiaries
        or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such
        qualification. &#8220;<font style="font-weight: bold;"><u>ERISA Affiliate</u></font>&#8221; means, with respect to the Company and each of its subsidiaries, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal
        Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the &#8220;<font style="font-weight: bold;"><u>Code</u></font>&#8221;) of which the Company or any of its subsidiaries is a member.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">12</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(nn) <u>Contracts and Agreements</u>. The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained
        therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been
        so described or filed. Each agreement or other instrument (however characterized or described) to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration
        Statement and the Prospectus, or (ii) is material to the Company&#8217;s or its subsidiaries&#8217; business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the
        Company or any of its subsidiaries and, to the Company&#8217;s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
        creditors&#8217; rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration Statement or the Prospectus, none of such agreements or
        instruments has been assigned by the Company or its subsidiaries, and neither the Company, its subsidiaries nor, to the Company&#8217;s knowledge, any other party is in default thereunder and, to the Company&#8217;s knowledge, no event has occurred that, with
        the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company&#8217;s knowledge, performance by the Company or any of its subsidiaries of the material provisions of such agreements or instruments
        will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company, its subsidiaries or any of their assets or
        businesses (each, a &#8220;<font style="font-weight: bold;"><u>Governmental Entity</u></font>&#8221;), including, without limitation, those relating to environmental laws and regulations.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(oo) <u>Title to Properties</u>. Except as set forth in the Registration Statement or the Prospectus, the Company and each of its subsidiaries have good and marketable title in fee simple to, or
        have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not,
        singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the
        business of the Company, and under which the Company or any of its subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has
        received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of
        the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(pp) <u>No Unlawful Contributions or Other Payments</u>. No payments or inducements have been made or given, directly or indirectly, to any federal or local official or candidate for, any federal
        or state office in the United States or foreign offices by the Company, any of its subsidiaries or any of their officers or directors, or, to the knowledge of the Company, by any of its employees or agents or any other person in connection with any
        opportunity, contract, permit, certificate, consent, order, approval, waiver or other authorization relating to the business of the Company or any of its subsidiaries, except for such payments or inducements as were lawful under applicable laws,
        rules and regulations. Neither the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, (i) has
        used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any government official or employee from corporate funds; or
        (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the business of the Company.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(qq) <u>Foreign Corrupt Practices Act</u>. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person
        acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
        regulations thereunder (collectively, the &#8220;<font style="font-weight: bold;"><u>FCPA</u></font>&#8221;), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly 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 &#8220;foreign official&#8221; (as such 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. The Company and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted and
        maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">13</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(rr) <u>Money Laundering Laws</u>. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
        requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
        administered or enforced by any governmental agency (collectively, the &#8220;<font style="font-weight: bold;"><u>Money Laundering Laws</u></font>&#8221;), except where the failure to be in such compliance, individually or in the aggregate, could reasonably be
        expected to result in a Material Adverse Change, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money
        Laundering Laws is pending or, to the knowledge of the Company, threatened.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ss) <u>OFAC</u>. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 (&#8220;<font style="font-weight: bold;"><u>OFAC</u></font>&#8221;); and the Company will not directly or
        indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
        subject to any U.S. sanctions administered by OFAC.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(tt) <u>Exchange Listing</u>. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol &#8220;BRN&#8221;. Except as
        disclosed in the Registration Statement or the Prospectus, there is no action pending by the Company or, to the Company&#8217;s knowledge, the Exchange to delist the Common Stock from the Exchange, nor has the Company received any notification that the
        Exchange is contemplating terminating such listing. The Company has no intention to delist the Common Stock from the Exchange or to deregister the Common Stock under the Exchange Act, in either case, at any time during the period commencing on the
        date of this Agreement through and including the 90th calendar day after the termination of this Agreement. The Placement Shares have been approved for listing on the Exchange. The issuance and sale of the Placement Shares under this Agreement does
        not contravene the rules and regulations of the Exchange.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(uu) <u>Margin Rules</u>. The Company owns no &#8220;margin securities&#8221; as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the &#8220;<font style="font-weight: bold;"><u>Federal Reserve Board</u></font>&#8221;), and none of the proceeds from the issuance, sale and delivery of the Placement Shares as contemplated by this Agreement and as described in the Registration Statement and the Prospectus will be used,
        directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which
        might cause any of the shares of Common Stock to be considered a &#8220;purpose credit&#8221; within the meanings of Regulation T, U or X of the Federal Reserve Board.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(vv) <u>Underwriter Agreements</u>. The Company is not a party to any agreement with an agent or underwriter for any other &#8220;at-the-market&#8221; or continuous equity transaction.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ww) <u>Board of Directors</u>. The qualifications of the persons serving as board members of the Company and the overall composition of the Company&#8217;s Board of Directors comply with the applicable
        requirements of the Exchange Act and the Sarbanes-Oxley Act and the listing rules of the Exchange applicable to the Company. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an &#8220;audit committee
        financial expert,&#8221; as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors of the Company qualify as &#8220;independent,&#8221; as defined under the
        listing rules of the Exchange.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(xx) <u>No Integration</u>. 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 the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the
        registration of any such securities under the Securities Act.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">14</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(yy) <u>No Material Defaults</u>. Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term
        leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last
        Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term
        leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(zz) <u>Books and Records</u>. The minute book of the Company has been made available to the Sales Agent and counsel for the Sales Agent, and such book (i) contains a substantially complete
        summary of all meetings and material actions of the board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as applicable) since 2016 through the date of the latest
        meeting and action, and (ii) accurately in all material respects reflect all transactions referred to in such minutes.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(aaa) <u>Continued Business</u>. No supplier, customer, distributor or sales agent of the Company or any subsidiary has notified the Company or any subsidiary that it intends to discontinue or
        decrease the rate of business done with the Company or any subsidiary, except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(bbb) <u>Regulations</u>. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Company&#8217;s business in
        the past and as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ccc) <u>Confidentiality and Non-Competitions</u>. To the Company&#8217;s knowledge, no director, officer, key employee or consultant of the Company or any of its subsidiaries is subject to any
        confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his or her ability to be and act in his or her respective capacity
        for the Company or to result in a Material Adverse Change.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(ddd) <u>Dividend Restrictions</u>. Except as described in the Registration Statement or the Prospectus, no subsidiary of the Company is prohibited or restricted, directly or indirectly, from
        paying dividends to the Company, or from making any other distribution with respect to such subsidiary&#8217;s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due
        under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">Any certificate signed by an officer of the Company and delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and
        warranty by the Company to the Sales Agent as to the matters set forth therein.</div>
      <div><br>
      </div>
      <div style="text-align: justify;">The Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to <u>Section 7</u> hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy
        and truthfulness of the foregoing representations and hereby consents to such reliance.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">7. <u>Covenants of the Company</u>. The Company covenants and agrees with the Sales Agent that:</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">15</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) <u>Registration Statement Amendments</u>. After the date of this Agreement until its termination pursuant to&#160; <u>Section 11</u> and during any period in which a Prospectus relating to any
        Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify the
        Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the
        Prospectus has been filed (other than any supplement not related to any Placement) and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will
        prepare and file with the Commission, promptly upon the Sales Agent&#8217;s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in
        connection with the distribution of the Placement Shares by the Sales Agent (<font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that the failure of the Sales Agent to make such request shall not
        relieve the Company of any obligation or liability hereunder, or affect the Sales Agent&#8217;s right to rely on the representations and warranties made by the Company in this Agreement, and <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">further</font>, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii)
        the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy
        thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (<font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>,
        that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent&#8217;s right to rely on the representations and warranties made by the Company in this
        Agreement, and <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">further</font>, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to
        cease making sales under this Agreement); (iv) the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or
        Prospectus, except for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the
        applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange
        Act, within the time period prescribed.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) <u>Notice of Commission Stop Orders</u>. The Company will advise the Sales Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop
        order suspending the effectiveness of the Registration Statement or any notice objecting to, or other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification of the Placement Shares for offering or sale in
        any jurisdiction, or of the initiation of any proceeding for any such purpose or any examination pursuant to Section 8(e) of the Securities Act, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in
        connection with the offering of the Placement Shares; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. Until such time as any
        stop order is lifted, the Sales Agent shall cease making offers and sales under this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) <u>Delivery of Prospectus; Subsequent Changes</u>. During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Sales Agent under the Securities
        Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will comply with all requirements imposed upon it
        by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections
        13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to
        state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with
        the Securities Act, the Company will promptly notify the Sales Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the
        Company) so as to correct such statement or omission or effect such compliance; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that the Company may delay any such amendment or supplement if,
        in the reasonable judgment of the Company, it is in the best interests of the Company to do so.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(d) <u>Listing of Placement Shares</u>. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Sales Agent under the Securities Act with
        respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to (i) cause
        the Placement Shares to be listed on the Exchange, (ii) in collaboration with the Sales Agent, qualify the Placement Shares for sale under the securities laws of such jurisdictions as the Sales Agent reasonably designates, and (iii) continue such
        qualifications in effect so long as required for the distribution of the Placement Shares; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that the Company shall not be required in connection
        therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">16</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(e) <u>Delivery of Registration Statement and Prospectus</u>. The Company will furnish to the Sales Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the
        Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the
        Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and
        in such quantities as the Sales Agent may from time to time reasonably request and, at the Sales Agent&#8217;s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that the Company shall not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document is available
        on EDGAR.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(f) <u>Earnings Statement</u>. To the extent not available on EDGAR, the Company will make generally available to its security holders as soon as practicable, but in any event not later than 15
        months after the end of the Company&#8217;s current fiscal quarter, an earnings statement of the Company and its subsidiaries (which need not be audited) covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities Act. The
        terms &#8220;earnings statement&#8221; and &#8220;make generally available to its security holders&#8221; shall have the meanings set forth in Rule 158 under the Securities Act. The Company and the Sales Agent acknowledge and agree that the Company&#8217;s ordinary,
        timely-filed periodic filings with the Commission pursuant to the Exchange Act may be used to satisfy this obligation to the extent consistent with the requirements set forth herein.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(g) <u>Expenses</u>. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with the provisions of <u>Section 11</u>
        hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each amendment
        and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares, including any stock or other transfer taxes and any stamp or other duties payable upon the
        sale, issuance or delivery of the Placement Shares to the Sales Agent, (iii) the fees and disbursements of the counsel, accountants and other advisors to the Company in connection with the transactions contemplated by this Agreement; (iv) the
        qualification of the Placement Shares under securities laws in accordance with the provisions of <u>Section 7(d)</u> of this Agreement, including filing fees (<font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>,
        that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below), (v) the printing and delivery to the Sales Agent of copies of the Prospectus and any
        amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the Exchange, (vii) the fees and expenses of the transfer agent or
        registrar for the Common Stock; (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department (<font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that any
        fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below), (ix) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket
        expenses (including but not limited to the Sales Agent&#8217;s transaction costs and the reasonable and documented fees and expenses of counsel to the Sales Agent) in an amount not to exceed $40,000 (the &#8220;<font style="font-weight: bold;">Sales Agent
          Expenses</font>&#8221;) which Sales Agent Expenses shall be due and payable prior to or on the first Placement pursuant to this Agreement, <font style="font-style: italic;">provided further</font> that if this Agreement continues in effect beyond
        December 31, 2021, the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses related to annual maintenance of the Agreement (including but not limited to the Sales Agent&#8217;s transaction costs and the
        reasonable and documented fees and expenses of counsel to the Sales Agent) on an annual basis in an amount not to exceed $10,000 which shall be due and payable prior to each Representation Date following the filing of an annual report on Form 10-K.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(h) <u>Use of Proceeds</u>. The Company will use the Net Proceeds as described in the Prospectus in the section entitled &#8220;Use of Proceeds.&#8221;</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">17</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(i) <u>Notice of Other Sales</u>. The Company (i) shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to
        sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, or warrants or any rights to purchase or
        acquire Common Stock, during the period beginning on the fifth (5<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">th</sup>) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales
        Agent hereunder and ending on the fifth (5<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">th</sup>) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such
        Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">th</sup>)
        Trading Day immediately following the date of such suspension or termination), and (ii) shall not (without the prior written consent of the Sales Agent) directly or indirectly engage in any other &#8220;at-the-market&#8221; or continuous equity transaction
        offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of
        Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that such notice
        requirements or restrictions, as the case may be, will not be required in connection with the Company&#8217;s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock
        issuable upon the exercise of options or other equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii)
        shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing
        (including by email correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets or other
        business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior
        to pursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company&#8217;s ability, or
        require the consent of the Sales Agent, to file a registration statement under the Securities Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(j) <u>Change of Circumstances</u>. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise the Sales Agent
        promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to the Sales Agent pursuant to
        this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(k) <u>Due Diligence Cooperation</u>. During the term of this Agreement, the Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its agents in
        connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours upon reasonable prior notice and at the Company&#8217;s
        principal offices (or such other location &#8211; including by remote or virtual meeting or teleconference &#8211; as mutually agreed upon by the parties hereto), as the Sales Agent may reasonably request.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(l) <u>Required Filings Relating to Placement of Placement Shares</u>. The Company shall set forth in each Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed by the Company with
        the Commission in respect of any quarter in which sales of Placement Shares were made by or through the Sales Agent under this Agreement, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net
        Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such sales of Placement Shares. To the extent that the filing of a prospectus supplement with the Commission with respect to any sales of
        Placement Shares becomes required under Rule 424(b) under the Securities Act, the Company agrees that, on or before such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the
        applicable paragraph of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the
        compensation payable by the Company to the Sales Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required
        by the rules or regulations of such exchange or market. The Company shall afford the Sales Agent and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Sales Agent and its counsel on the form and substance
        of, and shall give due consideration to all such comments from the Sales Agent or its counsel on, any such filing prior to the issuance, filing or public disclosure thereof; <font style="font-style: italic;">provided, however</font>, that the
        Company shall not be required to submit for review (A) any portion of any periodic reports filed with the Commission under the Exchange Act other than the specific disclosure relating to any sales of Placement Shares and (B) any disclosure
        contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">18</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(m) <u>Representation Dates; Certificate</u>. On or prior to the date the first Placement Notice is given hereunder and each time the Company (i) files the Prospectus relating to the Placement
        Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with <u>Section 7(l)</u> of this Agreement or (B) a supplement or amendment
        that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus
        relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a
        quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to &#8220;furnish&#8221; information pursuant to Items 2.02 or 7.01 of Form 8-K or to
        provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of
        filing of one or more of the documents referred to in clauses (i) through (iv) shall be a &#8220;<font style="font-weight: bold;"><u>Representation Date</u></font>&#8221;), the Company shall furnish the Sales Agent (but in the case of clause (iv) above only if
        the Sales Agent reasonably determines that the information contained in such Form 8-K is material) within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as <u>Exhibit 7(m)</u>. The requirement
        to provide a certificate under this <u>Section 7(m)</u> shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the
        Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following
        a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate under this <u>Section 7(m)</u>, then before the Company delivers the Placement Notice or the Sales Agent sells any Placement
        Shares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as <u>Exhibit 7(m)</u>, dated the date of the Placement Notice.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(n) <u>Legal Opinion</u>. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative
        assurance of Stroock &amp; Stroock &amp; Lavan LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (&#8220;<font style="font-weight: bold;"><u>Company Counsel</u></font>&#8221;), substantially in the forms previously
        agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to <u>Section 7(m)</u> for which no waiver is
        applicable pursuant to <u>Section 7(m)</u>, and not more than once per quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of Company Counsel substantially in the forms previously agreed
        between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>,
        that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company
        Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a &#8220;<font style="font-weight: bold;"><u>Reliance Letter</u></font>&#8221;) in lieu of such opinion and negative assurance of
        such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this <u>Section 7(n)</u> to the same extent as if it were dated the date of such Reliance Letter (except
        that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(o) <u>Comfort Letter</u>. On or prior to the date the first Placement Notice is given hereunder and, with respect to Weaver and Tidwell, L.L.P. only, within three (3) Trading Days after each
        subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to <u>Section 7(m)</u> for which no waiver is applicable pursuant to <u>Section 7(m)</u>, other than a Representation Date under <u>Section


          7(m)(iii)</u> or <u>Section 7(m)(iv)</u> unless with respect to a Representation Date under <u>Section 7(m)(iv)</u> the Sales Agent reasonably requests delivery thereof, the Company shall cause its independent accountants to furnish the Sales
        Agent letters (the &#8220;<font style="font-weight: bold;"><u>Comfort Letters</u></font>&#8221;), dated the date that the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agent, (i) confirming that they are an independent registered
        public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and regulations of the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of
        Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants&#8217; &#8220;comfort letters&#8221; to the Sales Agent in
        connection with registered public offerings (the first such letter, the &#8220;<font style="font-weight: bold;"><u>Initial Comfort Letter</u></font>&#8221;) and (iii) updating the Initial Comfort Letter with any information that would have been included in the
        Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(p) <u>CFO Certification</u>. On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after each subsequent Representation Date with respect to
        which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), the Company shall furnish the Sales Agent with certificates, signed on behalf of the Company by its Chief
        Financial Officer (each, a &#8220;<font style="font-weight: bold;"><u>CFO Certificate</u></font>&#8221;), dated the date that the CFO Certificate is delivered, in form and substance satisfactory to the Sales Agent and its counsel, certifying as to such
        financial and statistical information, forward-looking statements and other matters as the Sales Agent may reasonably request.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">19</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(q) <u>Market Activities</u>. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute,
        the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock or (ii) sell, bid for, or purchase shares of Common Stock in violation of Regulation M, or pay anyone any
        compensation for soliciting purchases of the Placement Shares other than the Sales Agent; <font style="font-style: italic;">provided, however</font>, that nothing herein shall prevent the Company from filing or submitting reports under the
        Exchange Act or issuing press releases in the ordinary course of business.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(r) <u>Insurance</u>. The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for the business
        in which it is engaged.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(s) <u>Investment Company Act</u>. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries, after giving effect to the offering and
        sale of the Placement Shares and the application of proceeds therefrom as described in the Prospectus, will be, an &#8220;investment company&#8221; within the meaning of such term under the Investment Company Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(t) <u>Securities Act and Exchange Act</u>. The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in
        force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(u) <u>No Offer to Sell</u>. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its capacity as principal or agent
        hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule
        405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(v) <u>Sarbanes-Oxley Act</u>. The Company will use its reasonable best efforts to comply with all effective applicable provisions of the Sarbanes-Oxley Act.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(w) <u>Transfer Agent</u>. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">8. <u>Conditions to the Sales Agent&#8217;s Obligations</u>. The obligations of the Sales Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the
        representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent in its reasonable
        judgment, and to the continuing satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional conditions:</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) <u>Registration Statement Effective</u>. The Registration Statement shall be effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement
        Notice which have not yet been issued or sold pursuant to such Registration Statement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) <u>Securities Act Filings Made</u>. The Company shall have filed with the Commission the ATM Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission&#8217;s close
        of business on the second Business Day following the date of this Agreement. All other filings with the Commission with respect to the Placement Shares required by Rule 424(b) or Rule 433 under the Securities Act to have been filed prior to the
        issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or Rule 433, as applicable.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">20</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) <u>No Material Notices</u>. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its subsidiaries of any request for additional information
        from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration
        Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that
        purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any
        proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in
        any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a
        material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material
        fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(d) <u>No Misstatement or Material Omission</u>. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains
        an untrue statement of fact that in the Sales Agent&#8217;s reasonable opinion is material, or omits to state a fact that in the Sales Agent&#8217;s reasonable opinion is material and is required to be stated therein or is necessary to make the statements
        therein not misleading.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(e) <u>Material Changes</u>. Except as contemplated in the Prospectus, or disclosed in the Company&#8217;s reports filed with the Commission, there shall not have been any material adverse change in the
        authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company&#8217;s
        securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company&#8217;s securities (other than asset backed
        securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Sales Agent (without relieving the Company of any obligation or liability it may otherwise have), is so
        material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated by this Agreement and the Prospectus.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(f) <u>Representation Certificate</u>. The Sales Agent shall have received the certificate required to be delivered pursuant to <u>Section 7(m)</u> on or before the date on which delivery of such
        certificate is required pursuant to <u>Section 7(m)</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(g) <u>Legal Opinion</u>. The Sales Agent shall have received the opinion and negative assurance of Company Counsel required to be delivered pursuant <u>Section 7(n)</u> on or before the date on
        which such delivery of such opinion and negative assurance is required pursuant to <u>Section 7(n)</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(h) <u>Comfort Letter</u>. The Sales Agent shall have received the Comfort Letter required to be delivered pursuant <u>Section 7(o)</u> on or before the date on which such delivery of such
        Comfort Letter is required pursuant to <u>Section 7(o)</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(i) <u>CFO Certificate</u>. The Sales Agent shall have received the CFO Certificate required to be delivered pursuant to <u>Section 7(p) </u>on or before the date on which delivery of such CFO
        Certificate is required pursuant to <u>Section 7(p)</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(j) <u>Secretary&#8217;s Certificate</u>. On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall have received a certificate, signed on behalf of the Company by
        its corporate secretary, certifying as to (i) the certificate of incorporation of the Company (as the same may be amended or restated from time to time), (ii) the bylaws of the Company (as the same may be amended or restated from time to time),
        (iii) the resolutions of the Board of Directors of the Company (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly
        authorized to execute this Agreement and the other documents contemplated by this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(k) <u>No Suspension</u>. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(l) <u>Other Materials</u>. On each date on which the Company is required to deliver a certificate pursuant to <u>Section 7(m)</u>, the Company shall have furnished to the Sales Agent such
        appropriate further opinions, certificates, letters and documents as the Sales Agent may have reasonably requested. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company
        will furnish the Sales Agent with such conformed copies of such opinions, certificates, letters and other documents as the Sales Agent shall have reasonably requested.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">21</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(m) <u>Approval for Listing</u>. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an
        application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(n) <u>No Termination Event</u>. There shall not have occurred any event that would permit the Sales Agent to terminate this Agreement pursuant to <u>Section 11(a)</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(o) <u>FINRA</u>. The Sales Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined to raise no objection with respect to
        the fairness or reasonableness of the terms and arrangements related to the sale of the Placement Shares pursuant to this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">9. <u>Indemnification and Contribution</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) <u>Company Indemnification</u>. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each
        broker dealer affiliate of the Sales Agent, and each the Sales Agent Affiliate, if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and
        other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with <u>Section 9(c)</u>) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any
        indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law
        or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in
        the Registration Statement or the Prospectus or any amendment or supplement thereto or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished
        by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact
        required to be stated in it or necessary to make the statements in it not misleading or (z) any breach by the Company of any of its agreements contained in this Agreement; <font style="font-style: italic;">provided, however</font>, that this
        indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance
        upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this <u>Section 9(a)</u>. This indemnity
        agreement will be in addition to any liability that the Company might otherwise have.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(b) <u>The Sales Agent Indemnification</u>. The Sales Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration
        Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a &#8220;<font style="font-weight: bold;"><u>Company Affiliate</u></font>&#8221;) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in
        connection with, and any and all amounts paid in settlement (in accordance with <u>Section 9(c)</u>) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any
        third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or
        otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the
        Prospectus or any amendment or supplement thereto, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense or damage is caused directly by an untrue statement or omission
        made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this <u>Section 9(b)</u>.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">22</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) <u>Procedure</u>. Any party that proposes to assert the right to be indemnified under this <u>Section 9</u> will, as promptly as reasonable practical after receipt of notice of commencement
        of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this <u>Section 9</u>, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
        served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this <u>Section 9</u> and (ii) any liability that it may
        have to any indemnified party under the foregoing provision of this <u>Section 9</u> unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is
        brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party as
        promptly as reasonable practical after receipt of notice of commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably
        satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses
        except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but
        the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party
        has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential
        conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the
        indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees,
        disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
        jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and
        other charges will be reimbursed by the indemnifying party as promptly as reasonable practical after as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its
        written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
        contemplated by this <u>Section 9</u> (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise
        out of such claim, action or proceeding.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(d) <u>Contribution</u>. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this <u>Section 9</u> is
        applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Sales Agent, the Company and the Sales Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any
        investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons
        other than the Sales Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to
        which the Company and the Sales Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales Agent on the other. The relative benefits received by the Company
        on the one hand and the Sales Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation
        received by the Sales Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such
        proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Sales Agent, on the other, with respect to the statements or omission
        that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among
        other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Sales Agent, the intent of the parties and their relative
        knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Sales Agent agree that it would not be just and</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">23</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div>equitable if contributions pursuant to this <u>Section 9(d)</u> were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid
        or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this <u>Section 9(d) </u>shall be deemed to include, for the purpose of this <u>Section 9(d)</u>,
        any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with <u>Section 9(c)</u> hereof. Notwithstanding the foregoing provisions of
        this <u>Section 9(d)</u>, the Sales Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this <u>Section 9(d)</u>, any person who controls a party to this Agreement within the meaning
        of the Securities Act will have the same rights to contribution as that party (and any officers, directors, members, partners, employees or agents of the Sales Agent and each broker dealer affiliate of the Sales Agent will have the same rights to
        contribution as the Sales Agent), and each officer of the Company who signed the Registration Statement and each director of the Company will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any
        party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this <u>Section 9(d)</u>, will notify any such party or parties from
        whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this <u>Section 9(d)</u> except to the extent that the
        failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of <u>Section 9(c)</u> hereof, no
        party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to <u>Section 9(c)</u> hereof.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">10. <u>Representations and Agreements to Survive Delivery</u>. The indemnity and contribution agreements contained in <u>Section 9</u> of this Agreement and all representations and warranties of
        the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling person of the Sales Agent, or the Company (or
        any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">11. <u>Termination</u>.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) The Sales Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material Adverse Change, or any development that could
        reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell the Placement Shares hereunder, (ii) the Company shall have
        failed, refused or been unable to perform any agreement on its part to be performed hereunder; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, in the case of any failure of the Company to
        deliver (or cause another person to deliver) any certification, opinion, or letter required under <u>Sections 7(m)</u>, <u>7(n)</u>, <u>7(o)</u>, <u>7(p)</u> or 7(q) the Sales Agent&#8217;s right to terminate shall not arise unless such failure to
        deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required, (iii) any other condition of the Sales Agent&#8217;s obligations hereunder is not fulfilled, or (iv) any suspension or limitation of
        trading in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or a
        major disruption of securities settlements or clearing services in the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange. Any such termination shall be without liability of any party to any other party
        except that the provisions of <u>Section 7(g)</u> (Expenses), <u>Section 9</u> (Indemnification and Contribution), <u>Section 10</u> (Representations and Agreements to Survive Delivery), <u>Section 11(f)</u>, <u>Section 16</u> (Applicable Law;
        Consent to Jurisdiction) and <u>Section 17</u> (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement as provided in this <u>Section 11(a)</u>,
        the Sales Agent shall provide the required notice as specified in <u>Section 12</u> (Notices).</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) The Company shall have the right, by giving ten (10) days&#8217; notice as hereinafter specified in <u>Section 12</u>, to terminate this Agreement in its sole discretion at any time after the date
        of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of <u>Section 7(g)</u>, <u>Section 9</u>, <u>Section 10</u>, <u>Section 11(f)</u>, <u>Section 16</u> and <u>Section
          17</u> hereof shall remain in full force and effect notwithstanding such termination.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) The Sales Agent shall have the right, by giving ten (10) days&#8217; notice as hereinafter specified in <u>Section 12</u>, to terminate this Agreement in its sole discretion at any time after the
        date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of <u>Section 7(g)</u>, <u>Section 9</u>, <u>Section 10</u>, <u>Section 11(f)</u>, <u>Section 16</u> and <u>Section

          17</u> hereof shall remain in full force and effect notwithstanding such termination.</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">24</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(d) Unless earlier terminated pursuant to this <u>Section 11</u>, this Agreement shall automatically terminate upon the earlier to occur of (i) issuance and sale of all of the Placement Shares to
        or through the Sales Agent on the terms and subject to the conditions set forth herein and (ii) the expiration of the Registration Statement on the third (3<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">rd</sup>)
        anniversary of the initial effective date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act; <font style="font-style: italic;">provided</font> that the provisions of <u>Section 7(g)</u>, <u>Section 9</u>, <u>Section

          10</u>, <u>Section 11(f)</u>, <u>Section 16</u> and <u>Section 17</u> hereof shall remain in full force and effect notwithstanding such termination.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(e) This Agreement shall remain in full force and effect unless terminated pursuant to <u>Sections 11(a)</u>, <u>(b)</u>, <u>(c)</u> or <u>(d)</u> above or otherwise by mutual agreement of the
        parties; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that any such termination by mutual agreement shall in all cases be deemed to provide that <u>Section 7(g)</u>, <u>Section 9</u>, <u>Section

          10</u>, <u>Section 11(f)</u>, <u>Section 16</u> and <u>Section 17</u> shall remain in full force and effect.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">&#160;(f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>,
        that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of
        Placement Shares, such termination shall not become effective until the close of business on such Settlement Date and such Placement Shares shall settle in accordance with the provisions of this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">12. <u>Notices</u>. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless
        otherwise specified, and if sent to the Sales Agent, shall be delivered to:</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z01e0ec5128ed450b88edde995446d6ad" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="vertical-align: top; width: 75%;">
              <div style="font-family: 'Times New Roman', Times, serif; text-align: justify;">A.G.P./Alliance Global Partners</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="vertical-align: top; width: 75%;">
              <div style="font-family: 'Times New Roman', Times, serif;">590 Madison Avenue</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="vertical-align: top; width: 75%;">
              <div style="font-family: 'Times New Roman', Times, serif;">New York, NY 10022</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="vertical-align: top; width: 75%;">
              <div style="font-family: 'Times New Roman', Times, serif;">Attention: Tom Higgins</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="vertical-align: top; width: 75%;">
              <div style="font-family: 'Times New Roman', Times, serif;">Email: atm@allianceg.com</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="text-align: justify;">with a copy (which shall not constitute notice) to:</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z09dbff1e0569411e805849c1b641634a" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Bevilacqua PLLC</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">1050 Connecticut Avenue, NW, Suite 500</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Washington, DC 20036</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Attention: Louis A. Bevilacqua</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Telephone: (202) 869-0888</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Email: lou@bevilacquapllc.com</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="text-align: justify;">and if to the Company, shall be delivered to:</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z54e7adea5fe942779f40e01997892f31" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; text-align: justify;">Barnwell Industries, Inc.</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; text-align: justify;">1100 Alakea Street, Suite 2900</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; text-align: justify;">Honolulu, HI 96813</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Attention: Alexander C. Kinzler</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 7%; vertical-align: top;">&#160;</td>
            <td style="width: 68%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Chief Executive Officer</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Email: akinzler@brninc.com</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="text-align: justify;">with a copy (which shall not constitute notice) to:</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z99f987267ab5404a9d6e08cc63371202" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Stroock &amp; Stroock &amp; Lavan LLP</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">180 Maiden Lane</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">New York, New York 10038</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Attention: Christopher Doyle</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Telephone: (212) 806-5641</div>
            </td>
          </tr>
          <tr>
            <td style="width: 25%; vertical-align: top;">&#160;</td>
            <td style="width: 75%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Email: cdoyle@stroock.com</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">25</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">Each party may change such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be
        deemed given (i) when delivered personally or by verifiable electronic transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business
        Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage
        prepaid). For purposes of this Agreement, &#8220;<font style="font-weight: bold;"><u>Business Day</u></font>&#8221; shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">An electronic communication (&#8220;<font style="font-weight: bold;"><u>Electronic Notice</u></font>&#8221;) shall be deemed written notice for purposes of this <u>Section 12</u> if sent to the electronic
        mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to
        auto-reply). Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (&#8220;<font style="font-weight: bold;"><u>Nonelectronic Notice</u></font>&#8221;) which shall be sent to the
        requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">13. <u>Successors and Assigns</u>. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent and their respective successors and permitted assigns and, as to
        <u>Sections 5(b)</u> and <u>9</u>, the other indemnified parties specified therein. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this
        Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or
        obligations under this Agreement without the prior written consent of the other party; <font style="font-style: italic;">provided</font>, <font style="font-style: italic;">however</font>, that the Sales Agent may assign its rights and obligations
        hereunder to an affiliate of the Sales Agent without obtaining the Company&#8217;s consent.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">14. <u>Adjustments for Share Splits</u>. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share
        dividend or similar event effected with respect to the Common Stock.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">15. <u>Entire Agreement; Amendment; Severability</u>. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) and any other writing
        entered into by the parties relating to this Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject
        matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent. In the event that any one or more of the provisions contained herein, or the application
        thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,
        and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the
        terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">16. <u>Applicable Law; Consent to Jurisdiction</u>. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the
        principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in
        connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
        action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
        action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">17. <u>Waiver of Jury Trial</u>. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this
        Agreement or any transaction contemplated hereby.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">18. <u>Absence of Fiduciary Relationship</u>. The Company acknowledges and agrees that:</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">26</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) the Sales Agent is acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and the process leading to such transactions, and no fiduciary or
        advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Sales Agent, on the other hand, has been or will be created
        in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Sales Agent has advised or is advising the Company on other matters, and the Sales Agent has no obligation to the Company with respect to the
        transactions contemplated by this Agreement, except the obligations expressly set forth in this Agreement;</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(b) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(c) the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, and the Company has consulted its own legal,
        accounting, regulatory and tax advisors to the extent it has deemed appropriate;</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(d) the Company has been advised and is aware that the Sales Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company
        and that the Sales Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(e) the Company waives, to the fullest extent permitted by law, any claims it may have against the Sales Agent, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the
        Sales Agent shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company,
        including stockholders, partners, employees or creditors of the Company.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">19. <u>Use of Information</u>. The Sales Agent may not provide any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due
        diligence, to any third party other than its legal counsel advising it on this Agreement unless expressly approved by the Company in writing.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">20. <u>Counterparts</u>. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
        instrument. Delivery of an executed Agreement by one party to the other may be made by electronic transmission.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">21. <u>Effect of Headings; Knowledge of the Company</u>. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof. All references in this
        Agreement to the &#8220;knowledge of the Company&#8221; or the &#8220;Company&#8217;s knowledge&#8221; or similar qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due inquiry. The word &#8220;including&#8221; shall mean including without
        limitation.</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">22. <u>Definitions</u>. As used in this Agreement, the following term has the meaning set forth below:</div>
      <div><br>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">(a) &#8220;<font style="font-style: italic;">Applicable Time</font>&#8221; means the date of this Agreement, each Representation Date, each date on which a Placement Notice is given, each Point of Sale, and
        each Settlement Date.</div>
      <div><br>
      </div>
      <div style="text-align: center; font-weight: bold;">[Remainder of Page Intentionally Blank]</div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">27</font></div>
        <div style="page-break-after:always;" id="DSPFPageBreak">
          <hr style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;" noshade="noshade"></div>
      </div>
      <div style="text-align: justify; text-indent: 36pt;">If the foregoing correctly sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall
        constitute a binding agreement between the Company and the Sales Agent.</div>
      <div><br>
      </div>
      <table style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z9a622914b7da4fafa29ba24a470c06ce" border="0" cellpadding="0" cellspacing="0">

          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Very truly yours,</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; font-weight: bold;">BARNWELL INDUSTRIES, INC.</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top; padding-bottom: 2px;">
              <div style="font-family: 'Times New Roman', Times, serif;">By:</div>
            </td>
            <td style="width: 44.93%; vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);">/s/ Alexander C. Kinzler <br>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Name: Alexander C. Kinzler</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Title: Chief Executive Officer</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; font-weight: bold;">ACCEPTED as of the date first-above written:</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif; font-weight: bold;">A.G.P./ALLIANCE GLOBAL PARTNERS</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td colspan="2" style="vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top; padding-bottom: 2px;">
              <div style="font-family: 'Times New Roman', Times, serif;">By:</div>
            </td>
            <td style="width: 44.93%; vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);">/s/ Tom Higgins </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Name: Tom Higgins</div>
            </td>
          </tr>
          <tr>
            <td style="width: 49.94%; vertical-align: top;">&#160;</td>
            <td style="width: 5.01%; vertical-align: top;">&#160;</td>
            <td style="width: 44.93%; vertical-align: top;">
              <div style="font-family: 'Times New Roman', Times, serif;">Title: Managing Director</div>
            </td>
          </tr>

      </table>
      <div><br>
      </div>
    </div>
  </div>
  <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">28</font></div>
  <div id="DSPFPageNumberArea" style="text-align: center;">
    <hr style="height: 2px; color: #000000; background-color: #000000; margin-left: auto; margin-right: auto; border: none;" align="center" noshade="noshade"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;"> </font></div>
</body>
</html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
