Form 8-K

8-K — FLEXIBLE SOLUTIONS INTERNATIONAL INC

Accession: 0001493152-26-031474

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0001069394

SIC: 2890 (MISCELLANEOUS CHEMICAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-5.1 (ex5-1.htm)

EX-23.1 (ex23-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001069394

2026-06-30

iso4217:USD

xbrli:shares

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (date of earliest event reported): June 30, 2026

FLEXIBLE

SOLUTIONS INTERNATIONAL INC.

(Exact

name of Registrant as specified in its charter)

Alberta A0

001-31540

163 0889 71-1630889

(State

or other jurisdiction

incorporation)

(Commission

File No.)

(Employer

Identification

No.)

6001

54 Ave.

Taber,

Alberta,

Canada T1G

1X4

(Address

of principal executive offices, including Zip Code)

Registrant’s

telephone number, including area code: (250) 477-9969

N/A

(Former

name or former address if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

☐

Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol

Name

of exchange on which registered

Common Stock

FSI

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

June 30, 2026, Flexible Solutions International, Inc., an Alberta, Canada corporation (the “Company”), entered into an ATM

Sales Agreement with Bancroft Capital, LLC (the “Sales Agent”) relating to the sale and issuance of shares of the Company’s

common stock having a value of $18,500,000 (the “Shares”).

The

securities will be offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (Registration

No. 333-293705) which was declared effective by the Securities Exchange and Commission (the “SEC”) on March 5, 2026, the

base prospectus included therein, as amended and supplemented by the prospectus supplement dated June 30, 2026.

Pursuant

to the terms of the ATM Sales Agreement, the Company agreed to pay the Sales Agent a cash fee equal to 3% of the gross proceeds from

the sale of the shares and to reimburse the Sales Agent for certain of its expenses, including the fees of its counsel, in an amount

up to $30,000. In addition, the Company will pay the Sales Agent an amount not to exceed $5,000 per quarter for its additional expenses

until the termination of the Company’s offering.

The

ATM Sales Agreement contains customary representations, warranties and agreements by the Company, conditions to the placement of the

Shares pursuant thereto, indemnification obligations of the Company and the Sales Agent, including for liabilities under the Securities

Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The foregoing

description of the ATM Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Sales

Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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.

Forward-Looking

Statements

Certain

of the statements made in this Current Report on Form 8-K are forward looking. Actual results or developments may differ materially from

those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by the Company

is contained under the caption “Risk Factors” in the Company’s prospectus supplement filed with the SEC on June 30,

2026 pursuant to Rule 424(b)(5) promulgated under the Securities Act, the Company’s Annual Report on Form 10-K for the fiscal year

ended December 31, 2025 filed with the SEC April 15, 2026, and other filings made by the Company with the SEC, all of which can be obtained

on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which

speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs.

The Company expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements

contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement

is based, except as required by law.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

1.1

ATM Sales Agreement dated June 30, 2026, by and between Flexible Solutions International, Inc. and Bancroft Capital, LLC

5.1

Opinion of Hart & Hart, LLC

23.1

Consent of Hart & Hart, LLC

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date:

June 30, 2026

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

By:

/s/ Daniel B. O’Brien

Daniel B. O’Brien, President and Chief Executive

Officer

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

Flexible

Solutions International Inc.

COMMON

STOCK

ATM

SALES AGREEMENT

June

30, 2026

Bancroft

Capital LLC

501

Office Center Drive, Suite 130

Fort

Washington, PA 19034

Ladies

and Gentlemen:

Flexible

Solutions International Inc., an Alberta corporation (the “Company”), confirms its agreement (this “Agreement”)

with Bancroft Capital, LLC as follows:

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement as set forth below,

on the terms and subject to the conditions set forth herein, it may issue and sell to or through Bancroft Capital, LLC, acting as agent

and/or principal (the “Sales Agent”), shares of the Company’s common stock (the “Common Stock”),

subject to the limitations set forth in Section 3(b) hereof. The issuance and sale of the Common Stock to or through the Sales

Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective

under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”).

The

term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is declared effective by the

Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11.

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 “Securities Act”), with the Commission,

a shelf registration statement on Form S-3, including a base prospectus (the “Base Prospectus”), relating to

certain securities, including the 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 “Exchange Act”). The Company has prepared a prospectus

specifically relating to the offering of Common Stock pursuant to this Agreement included as part of such registration statement (the

“ATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”).

As soon as practicable following the date that such 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). Except where the context otherwise requires, such registration statement, as amended when it becomes effective,

including all documents filed as part thereof or incorporated by reference therein, and including any information contained in any prospectus

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, is herein called the “Registration Statement.” The Initial

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), as may be supplemented from

time to time by any additional prospectus supplement, 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 “issuer free

writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act

(“Rule 433”), 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’s records pursuant to Rule 433(g), is herein called

the “Prospectus.” 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

“amend,” “amendment” or “supplement” 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 “EDGAR”).

Placements. Each time that the Company wishes to issue and sell the Common Stock through the Sales Agent, as agent, hereunder

(each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in

writing by the parties) (a “Placement Notice”) 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 “Placement

Shares”), 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 Section 3) 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 Schedule 1. The Placement Notice

shall originate from any of the individuals from the Company set forth on Schedule 2 (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 Schedule 2, as such Schedule 2 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 Section 4, 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 Section 4, 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 Section 11. 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 Schedule 3. 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.

Sale of Placement Shares by the Sales Agent.

(a)

Subject to the terms and conditions herein set forth, upon the Company’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 NYSE American (the “Exchange”),

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 Schedule 2, 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 Section 2 with respect to such sales, and the Net Proceeds

(as defined below) payable to the Company, with an itemization of the deductions made by the Sales Agent (as set forth in Section

5(a)) 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 “at the market” offering as defined in Rule 415 under

the Securities Act, including without limitation 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’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, “Trading

Day” means any day on which shares of the Company’s Common Stock are purchased and sold on the principal market on

which the shares of Common Stock are listed or quoted.

(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 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 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’s board of directors, a duly authorized committee thereof or a duly authorized

executive committee, and notified to the Sales Agent in writing, 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’s board of directors, a duly

authorized committee thereof or a duly authorized executive committee, and notified to the Sales Agent in writing. Notwithstanding anything

to the contrary contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section

3(b) 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.

(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.

Suspension of Sales.

(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 Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals

to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or

email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Placement

Shares for a period of time (a “Suspension Period”); provided, however, that such suspension

shall not affect or impair either party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt

and acknowledgement of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against

the other unless it is made to one of the individuals named on Schedule 2 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.

(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.

Settlement.

(a)

Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement

Shares will occur on the first (1st) 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 “Settlement Date”). The amount of proceeds to be delivered

to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will

be equal to the aggregate sales price received by the Sales Agent at which such Placement Shares were sold, after deduction for (i) the

Sales Agent’s discount, commission or other compensation for such sales payable by the Company pursuant to Section 2 hereof,

(ii) any other amounts due and payable by the Company to the Sales Agent hereunder pursuant to Section 7(g) (Expenses) hereof and (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.

(b)

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically

transfer the Placement Shares being sold by crediting the Sales Agent’s or its designee’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 Section 9(a) (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 “Sales Agent Affiliate”), and the Sales Agent’s

clearing organization, harmless against any loss, claim, damage, or 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.

Representations and Warranties of the Company. 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 Section 22(a)):

(a)

Compliance with Registration Requirements. As of each Applicable Time other than the date of this Agreement, the Registration

Statement and any Rule 462(b) Registration Statement have 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 shelf registration statement form. At the time of the initial filing of the Registration

Statement, the Company paid (or will pay) the required Commission filing fees relating to the Placement Shares in accordance with Rules

456(a) and 457(o) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the

Commission for additional or supplemental information related to the Registration Statement and the Prospectus. No stop order suspending

the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose

have been instituted or are pending or, to the best 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 “Plan of Distribution”

in the ATM Prospectus, the Company has named Bancroft Capital, LLC 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 “ineligible issuer” as defined in Rule 405 under the Securities

Act. The sale of the Placement Shares hereunder meets the requirements of General Instruction I.B.1 of Form S-3.

(b)

No Misstatement or Omission. 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. “Point

of Sale” 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.

(c)

Offering Materials Furnished to the Sales Agent. 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.

(d)

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion

of the Sales Agent’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.

(e)

The Sales Agreement. 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.

(f)

Authorization of the Placement Shares. 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.

(g)

No Applicable Registration or Other Similar Rights. 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.

(h)

No Material Adverse Change. 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

“Material Adverse Change”), 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’s long-term

debt.

(i)

Independent Accountants. To the knowledge of the Company, Sadler, Gibb & Associates, LLC, whose report is filed with the Commission

and included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting

firm as required by the Securities Act and the Public Company Accounting Oversight Board.

(j)

Financial Statements. The financial statements incorporated by reference in the Registration Statement and 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 therein specified. Such financial statements and supporting

schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) 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.

(k)

Forward-Looking Statements. 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.

(l)

Statistical and Marketing-Related Data. All statistical or market-related data included or incorporated by reference in 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’s knowledge, the Company has obtained the written consent to the use of such data from such sources to the extent

required.

(m)

XBRL. 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’s

rules and guidelines applicable thereto.

(n)

Incorporation and Good Standing of the Company and its Subsidiaries. The Company is a corporation duly incorporated and validly

existing under the laws of the Alberta, Canada 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 on Exhibit 21.1 to the Company’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 21.1 by Item 601 of Regulation S-K under

the Exchange Act, and (ii) as disclosed in the Registration Statement and 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.

(o)

Capital Stock Matters. 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’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 and 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’s incentive

plans or as otherwise set forth in the Registration Statement and 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.

(p)

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company’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 “Use of Proceeds”) 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 “Default

Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument

(“Contract”) 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’s certificate of incorporation or bylaws. Except as set

forth in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries is in violation, breach or default

under its Certificate of Incorporation, bylaws or other equivalent organizational or governing documents. Neither the Company nor any

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(h)(1)(C) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), 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.

(q)

No Material Actions or Proceedings. Except as set forth in the Registration Statement and 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

(r)

Labor Disputes. There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to

the Company’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’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’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.

(s)

All Necessary Permits, etc. Except as set forth in the Registration Statement and 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 (“Permits”) 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.

(t)

Tax Law Compliance. Other than as disclosed in the Registration Statement Package and 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 and payable 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 and 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 and

the Prospectus, 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 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 “taxes” mean all federal, state,

local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,

service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,

duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to

tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,

statements, and other documents required to be filed in respect to taxes.

(u)

Company Not an “Investment Company”. 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 “Use of Proceeds” in the Registration

Statement or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as

amended (the “Investment Company Act”).

(v)

Insurance. The Company and each of 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.

(w)

No Price Stabilization or Manipulation. Neither the Company nor any of its subsidiaries has taken, directly or indirectly (without

giving any effect to the activities of the 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 “reference security” (as defined in Rule 100 of Regulation M under the Exchange

Act (“Regulation M”)) 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.

(x)

Related Party Transactions. 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 and the Prospectus that have not been described

as required pursuant to the Securities Act.

(y)

Exchange Act Compliance. 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.

(z)

Conformity of Issuer Free Writing Prospectus. 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.

(aa)

Compliance with Environmental Laws. 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 (“Environmental Laws”), except

where the failure to comply has not had and would not reasonably be expected to have, singularly or in the aggregate, 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’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 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 review,

the Company has reasonably concluded that such associated costs and liabilities would not have, singularly or in the aggregate, a Material

Adverse Change.

(bb)

Intellectual Property. 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 (“Intellectual Property Rights”) 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 Section 6(bb), 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’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 Section

6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’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 Section 6(bb), reasonably be expected

to result in a Material Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’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’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’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 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’s knowledge, any of

its or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons.

(cc)

Brokers. 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’s fee or like payment in connection with the offering and sale of the Placement

Shares by the Sales Agent under this Agreement.

(dd)

No Outstanding Loans or Other Indebtedness. 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

and the Prospectus. 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.

(ee)

No Reliance. 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.

(ff)

Broker-Dealer Status. Neither the Company nor any of its related entities (i) is required to register as a “broker”

or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,

controls or is a “person associated with a member” or “associated person of a member” (within the meaning of

Article I of the NASD Manual administered by FINRA). To the Company’s knowledge, there are no affiliations or associations between

any member of FINRA and any of the Company’s officers, directors or 10% or greater security holders, except as set forth in the

Registration Statement.

(gg).

Reserved.

(hh)

FINRA Matters. 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’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’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 and the

Prospectus, there is no (i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s

securities or (iii) beneficial owner of the Company’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).

(ii)

Compliance with Orders. 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.

(jj)

Compliance with Certain Applicable Laws. The Company and each of its subsidiaries: (A) is and at all times has been in compliance

with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use,

distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or

distributed by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Change; (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 (“Authorizations”);

(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation

of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action from any governmental authority or third party alleging that any product operation or activity is in violation

of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any governmental authority

has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such

governmental authority is considering such action; 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).

(kk)

Sarbanes–Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors

or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act

of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including

Section 402 related to loans and Sections 302 and 906 related to certifications..

(ll)

Disclosure Controls And Procedures. Except as set forth in the Registration Statement and the Prospectus, the Company and its

subsidiaries maintain systems of “internal control over financial reporting” (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’s general or specific authorizations; (ii) transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted

only in accordance with management’s general or specific authorization; (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 and the Prospectus

fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and

guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement and the

Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or

is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(mm)

ERISA. The Company, its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income

Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))

established or maintained by the Company, its subsidiaries or any of their “ERISA Affiliates” (as defined below) are in compliance

in all material respects with ERISA. “ERISA Affiliate” 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 “Code”) of which the Company or any of its

subsidiaries is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur

with respect to any “employee benefit plan” established or maintained by the Company, or any of its subsidiaries or any of

their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, any of its subsidiaries or any

of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit

liabilities” (as defined under ERISA). 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 (i) Title IV of ERISA with respect to termination of, or withdrawal from,

any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan”

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.

(nn)

Contracts and Agreements. 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’s or its subsidiaries’ 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’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’ 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

and 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’s knowledge, any other party is in default thereunder and, to the Company’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’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 “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

(oo)

Title to Properties. Except as set forth in the Registration Statement and 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.

(pp)

No Unlawful Contributions or Other Payments. 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.

(qq)

Foreign Corrupt Practices Act. 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 “FCPA”), 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 “foreign official” (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.

(rr)

Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements 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 “Money Laundering Laws”)

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ss)

OFAC. 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 (“OFAC”); 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.

(tt)

Exchange Listing. 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 “FSI”. Except as disclosed in the Registration Statement and the Prospectus, there is no

action pending by the Company or, to the Company’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.

(uu)

Margin Rules. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors

of the Federal Reserve System (the “Federal Reserve Board”), 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 “purpose credit” within the meanings of Regulation T, U or X of the Federal

Reserve Board.

(vv)

Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market”

or continuous equity transaction.

(ww)

Board of Directors. The qualifications of the persons serving as board members of the Company and the overall composition of the

Company’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 “audit committee financial expert,” 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 “independent,”

as defined under the listing rules of the Exchange.

(xx)

No Integration. 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.

(yy)

No Material Defaults. 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.

(zz)

Books and Records. The minute books of the Company and each of its subsidiaries have been made available to the Sales Agent and

counsel for the Sales Agent, and such books (i) contain 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) and each of its subsidiaries since the time of its respective incorporation or organization through the date of the latest

meeting and action, and (ii) accurately in all material respects reflect all transactions referred to in such minutes.

(aaa)

Continued Business. 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.

(bbb)

Regulations. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local

and all foreign regulation on the Company’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.

(ccc)

Confidentiality and Non-Competitions. To the Company’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.

(ddd)

Dividend Restrictions. Except as described in the Registration Statement and 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’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.

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.

The

Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 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.

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

(a)

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any

Placement Shares is required to be delivered by 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 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’s reasonable request, any amendments or supplements to

the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection

with the distribution of the Placement Shares by the Sales Agent (provided, however, 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’s right

to rely on the representations and warranties made by the Company in this Agreement, and provided, further, 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 (provided, however, 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’s right to rely on the representations

and warranties made by the Company in this Agreement, and provided, further, 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.

(b)

Notice of Commission Stop Orders. 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.

(c)

Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required

to be delivered by the 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;

provided, however, 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.

(d)

Listing of Placement Shares. 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 cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities

laws of such jurisdictions as the Sales Agent reasonably designates and to continue such qualifications in effect so long as required

for the distribution of the Placement Shares; provided, however, 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.

(e)

Delivery of Registration Statement and Prospectus. 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’s request, will also

furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however,

that the Company shall not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document

is available on EDGAR.

(f)

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event

not later than 15 months after the end of the Company’s current fiscal quarter, an 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

“earnings statement” and “make generally available to its security holders” shall have the meanings set forth

in Rule 158 under the Securities Act.

(g)

Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated

in accordance with the provisions of Section 11 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 Section 7(d) of this Agreement, including filing fees (provided,

however, 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 (provided, however, 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) and (ix) the Company shall reimburse the Sales Agent for its out-of-pocket expenses (including but not limited to the

reasonable and documented fees and expenses of counsel to the Sales Agent) (A) in an amount not to exceed $30,000 prior to the execution

of this Agreement and (B)(1) in reasonable amounts to be mutually agreed upon by the Company and the Sales Agent from time to time after

the date of this Agreement for each Representation Date with respect to which the Company is obligated to deliver a certificate for which

no waiver is applicable, provided with respect to this clause (B) the Sales Agent has reasonably incurred such fees and expenses of its

counsel in connection with any “bring-down” due diligence investigation of the Company in connection with such Representation

Date and (2) the Company’s reimbursement obligation shall not exceed $5,000 per quarter.

(h)

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

(i)

Notice of Other Sales. 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 (5th) Trading Day immediately prior to the

date on which any Placement Notice is delivered to the Sales Agent hereunder and ending on the fifth (5th) Trading Day immediately following

the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been

terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately

following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market”

or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock

(other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock,

warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however,

that such notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance

or sale of (i) Common Stock, options to purchase Common Stock, other equity awards or 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) 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 and (iii) Common Stock or securities convertible into or exchangeable for 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.

(j)

Change of Circumstances. 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.

(k)

Due Diligence Cooperation. 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 and at the Company’s principal offices, as the Sales Agent

may reasonably request.

(l)

Required Filings Relating to Placement of Placement Shares. 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; provided, however, 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.

(m)

Representation Dates; Certificate. 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 Section 7(l) 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 “furnish” 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 “Representation Date”), the Company shall furnish the Sales Agent within three (3) Trading Days

after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(m). The requirement to provide a certificate

under this Section 7(m) shall be 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; provided, however,

that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding

the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on

such waiver and did not provide the Sales Agent with a certificate under this Section 7(m), 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 Exhibit 7(m), dated the date of the Placement Notice.

(n)

Legal Opinions. 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 Hart & Hart LLP, as counsel to the Company, or other counsel reasonably

satisfactory to the Sales Agent (“SEC Counsel”), in each case 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 Section 7(m) for which no waiver is applicable pursuant to Section

7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinions

and negative assurance of SEC 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; provided, however,

that if SEC Counsel has previously furnished to the Sales Agent such written opinions and negative assurance of such counsel, in each

case substantially in the forms previously agreed between the Company and the Sales Agent, then SEC Counsel may, in respect of any future

Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”)

in lieu of such opinions and negative assurance of such counsel (as applicable) to the effect that the Sales Agent may rely on the prior

opinions and negative assurance of such counsel (as applicable) delivered pursuant to this Section 7(n) to the same extent as

if it were dated the date of such Reliance Letter (except that statements in such prior opinions and negative assurance (as applicable)

shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

(o)

Comfort Letter. 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), other than a Representation Date under Section 7(m)(iii) or

Section 7(m)(iv) unless with respect to a Representation Date under Section 7(m)(iv) the Sales Agent reasonably requests

delivery thereof, the Company shall cause its independent accountants (or its prior independent accountants to the extent such independent

accountants have audited any of the financial statements in the Prospectus) to furnish the Sales Agent letters (the “Comfort

Letters”), 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’ “comfort letters”

to the Sales Agent in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)

and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it

been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented

to the date of such letter.

(p)

CFO Certification. 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 “CFO Certificate”), 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.

(q)

Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes

or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any

compensation for soliciting purchases of the Placement Shares other than the Sales Agent.

(r)

Insurance. 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.

(s)

Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its

subsidiaries or, 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 “investment company” within the meaning of such term under the Investment Company Act.

(t)

Securities Act and Exchange Act. 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.

(u)

No Offer to Sell. 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.

(v)

Sarbanes-Oxley Act. The Company and its subsidiaries will use their reasonable best efforts to comply with all effective applicable

provisions of the Sarbanes-Oxley Act.

(w)

Transfer Agent. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.

Conditions to the Sales Agent’s Obligations. 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:

(a)

Registration Statement Effective. 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 and sold pursuant to such Registration Statement.

(b)

Securities Act Filings Made. 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’s close of business on the second Business Day following the date of this Agreement.

All other filings with the Commission 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.

(c)

No Material Notices. 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.

(d)

No Misstatement or Material Omission. 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’s reasonable opinion is material,

or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary

to make the statements therein not misleading.

(e)

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,

there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse 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’s securities (other than asset backed securities) by any rating organization or a public

announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities

(other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in

the reasonable judgment of the 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.

(f)

Representation Certificate. The Sales Agent shall have received the certificate required to be delivered pursuant to Section

7(m) on or before the date on which delivery of such certificate is required pursuant to Section 7(m).

(g)

Legal Opinion. The Sales Agent shall have received the opinion and negative assurances of SEC Counsel required to be delivered

pursuant Section 7(n) on or before the date on which such delivery of such opinions and negative assurances is required pursuant

to Section 7(n).

(h)

Comfort Letter. The Sales Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(o) on

or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).

(i)

CFO Certificate. The Sales Agent shall have received the CFO Certificate required to be delivered pursuant to Section 7(p)

on or before the date on which delivery of such CFO Certificate is required pursuant to Section 7(p).

(j)

Secretary’s Certificate. 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), and (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 (iii) the incumbency of the officers

duly authorized to execute this Agreement and the other documents contemplated by this Agreement.

(k)

No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been

delisted from the Exchange.

(l)

Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), 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.

(m)

Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice

of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to,

the issuance of any Placement Notice.

(n)

No Termination Event. There shall not have occurred any event that would permit the Sales Agent to terminate this Agreement pursuant

to Section 11(a).

(o)

FINRA. 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.

Indemnification and Contribution.

(a)

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members,

partners, employees and agents of the Sales Agent, each Sales Agent Affiliate, and the directors, officers, members, shareholders, partners,

employees and agents of each 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 Section 9(c)) 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 or alleged breach by any of the indemnifying parties of any of their respective representations,

warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the

extent that a court of competent jurisdiction has made a finding, not subject to appeal or modification, 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 Section 9(a). This indemnity

agreement will be in addition to any liability that the Company might otherwise have.

(b)

The Sales Agent Indemnification. 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 “Company Affiliate”) 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 Section 9(c)) 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 a court of competent jurisdiction has made a finding, not subject

to appeal or modification, that 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; provided, however, 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 Section 9(b).

(c)

Procedure. Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt

of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or

parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all

papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that

it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified

party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture

of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any 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 promptly 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 Section 9 (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.

(d)

Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for

in the foregoing paragraphs of this Section 9 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 equitable if contributions

pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that does not

take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of

the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9(d) shall be

deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party

in connection with investigating or defending any such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding

the foregoing provisions of this Section 9(d), 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 Section 9(d), 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 Section 9(d), will notify

any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties

from whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except to the extent

that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution

is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof, no party will be liable

for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section

9(c) hereof.

10.

Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 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.

11.

Termination.

(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; provided,

however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion,

or letter required under Sections 7(m), 7(n), 7(o), 7(p) or 7(q), the Sales Agent’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’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 Section 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Representations

and Agreements to Survive Delivery), Section 11(f), Section 16 (Applicable Law; Consent to Jurisdiction) and Section

17 (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 Section 11(a), the Sales Agent shall provide the required notice as specified

in Section 12 (Notices).

(b)

The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to terminate this

Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any

party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f),

Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(c)

The Sales Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to terminate

this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of

any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f),

Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(d)

Unless earlier terminated pursuant to this Section 11, 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 (3rd) anniversary of the initial effective

date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act; provided that the provisions of Section

7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full

force and effect notwithstanding such termination.

(e)

This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c) or (d)

above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement

shall in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section 11(f), Section

16 and Section 17 shall remain in full force and effect.

(f)

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,

that such termination shall not be effective until the close of business on the date of receipt of such notice by the 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.

12.

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the

terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered to:

Bancroft

Capital, LLC

501

Office Center Drive

Suite

130

Fort

Washington, PA 19034

Attention:

Jason Diamond

Email:

jdiamond@bancroft4vets.com

with

a copy (which shall not constitute notice) to:

Nelson

Mullins Riley & Scarborough LLP

301

Hillsborough Street

Suite

1400

Raleigh,

NC 27603

Attention:

W. David Mannheim, Esq.

Email:

david.mannheim@nelsonmullins.com

and

if to the Company, shall be delivered to:

Flexible

Solutions International Inc.

6001

54 Ave.

Taber,

Alberta, Canada T1G 1X4

Attention:

Daniel B. O’Brien

Email:

obrien.cayman477@gmail.com

with

a copy (which shall not constitute notice) to:

Hart

& Hart, LLC

1624

N. Washington Street

Denver,

CO 80203

Attention:

William T. Hart

Email:

harttrinen@aol.com

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 facsimile transmission (with

an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next

succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier 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, “Business Day” shall mean any day on which the Exchange and commercial banks

in the City of New York are open for business.

electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section

12 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 (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of

the written request for Nonelectronic Notice.

13.

Successors and Assigns. 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 Sections 5(b) and 9, 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; provided, however, that the Sales

Agent may assign its rights and obligations hereunder to an affiliate of the Sales Agent without obtaining the Company’s consent.

14.

Adjustments for Share Splits. 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.

15.

Entire Agreement; Amendment; Severability. 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. 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.

16.

Applicable Law; Consent to Jurisdiction.

(a)

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.

(b)

The Sales Agent and the Company agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions

contemplated hereby may be instituted in any federal or New York State court located in the City and County of New York (a “New

York Court”), and waive any objection which they may now or hereafter have to the laying of venue of any such proceeding, and

irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby irrevocably

designates and appoints Dickinson-Wright (the “Process Agent”) as its authorized agent upon whom process may be served

in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized

agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Sales Agent

that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company

hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process

upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent,

shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right

of the Sales Agent, its partners, directors, officers and members, any person who controls the Sales Agent within the meaning of Section

15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the

Securities Act) of the Sales Agent, or the successors and assigns of all of the foregoing persons, to serve process in any other manner

permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

17.

Waiver of Jury Trial. 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.

18.

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

(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;

(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;

(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;

(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

(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.

19.

Use of Information. 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.

20.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made

by facsimile transmission.

21.

Effect of Headings; Knowledge of the Company. The section and Exhibit headings herein are for convenience only and shall not affect

the construction hereof. All references in this Agreement to the “knowledge of the Company” or the “Company’s

knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due inquiry.

22.

Definitions. As used in this Agreement, the following term has the meaning set forth below:

(a)

“Applicable Time” 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.

[Remainder

of Page Intentionally Blank]

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.

Very truly yours,

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

By:

/s/ Daniel B. O’Brien

Name:

Daniel B. O’Brien

Title:

President & CEO

ACCEPTED as of the date first-above written:

BANCROFT CAPITAL, LLC

By:

/s/ Jason Diamond

Name:

Jason Diamond

Title:

Head of Investment Banking, Managing Director

SCHEDULE

Form

of Placement Notice

From:

Flexible Solutions International Inc.

To:

Bancroft Capital, LLC

Attention:

Subject:

Placement Notice

Date:

_______________, 202__

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the Sales Agreement (the “Sales Agreement”) between

Flexible Solutions International Inc., an Alberta corporation (the “Company”), and Bancroft Capital, LLC (the

“Sales Agent”), dated March [ ], 2026, the Company hereby requests that the Sales Agent sell

up to _______ shares of the Company’s common stock (the “Placement Shares”), at a minimum market price

of $________ per share, during the time period beginning [month, day, time] and ending [month, day, time] [and with no more than ___________

Placement Shares sold in any one Trading Day].

[The

Company may include such other sale parameters as it deems appropriate.]

Capitalized

terms used and not defined herein shall have the respective meanings assigned to them in the Sales Agreement.

SCHEDULE

Notice

Parties

Flexible

Solutions International Inc.

Attention:

Email:

Attn:

Email:

The

Sales Agent

TO:

Bancroft Trading Desk:

Ray

Hally

RHally@bancroft4vets.com

Melissa

Donahue

MDonahue@bancroft4vets.com

CC:

Bancroft IB Team:

JDiamond@bancroft4vets.com

RMalin@bancroft4vets.com

JGoodman@bancroft4vets.com

SCHEDULE

Compensation

The

Company shall pay to the Sales Agent in cash, upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement,

an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares.*

The foregoing rate of compensation shall not apply when the Sales Agent purchases Placement Shares on a principal basis, in which

case the Company may sell the Placement Shares to the Sales Agent as principal at a price to be mutually agreed upon by the Company and

the Sales Agent at the relevant Point of Sale pursuant to the applicable Placement Notice (it being hereby acknowledged and agreed that

the Sales Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to the Sales Agreement, except

as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice).

Exhibit

7(m)

OFFICER

CERTIFICATE

The

undersigned, the duly qualified and appointed Chief Financial Officer of Flexible Solutions International Inc., an Alberta corporation

(the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section

7(m) of the Sales Agreement, dated March [ ], 2026 (the “Sales Agreement”), between the Company and Bancroft

Capital, LLC, that:

(i)

the representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and

warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true

and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for

those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B)

to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material

respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as

of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct

as of such date; and;

(ii)

the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales

Agreement at or prior to the date hereof;

(iii)

as of the date hereof, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) the Prospectus does not

contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) no event has occurred

as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements

therein not untrue or misleading for clauses (i) and (ii) above, respectively, to be true and correct;

(iv)

there has been no Material Adverse Change since the date as of which information is given in the Prospectus, as amended or supplemented;

(v)

the Company will not be in possession of any material non-public information at the time of delivery of any Placement Notice and/or as

long as such Placement Notice is effective; and

(vi)

the aggregate offering price of the Placement Shares that may be issued and sold pursuant to the Sales Agreement and the maximum number

or amount of Placement Shares that may be sold pursuant to the Sales Agreement have been duly authorized by the Company’s board

of directors or a duly authorized committee thereof.

Terms

used herein and not defined herein have the meanings ascribed to them in the Sales Agreement.

Dated:

[______]

By:

Name:

Title:

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

HART

& HART, LLC

ATTORNEYS

AT LAW

1624

Washington Street

Denver,

CO 80203

harttrinen@aol.com

(303) 839-0061

Fax: (303) 839-5414

June

30, 2026

Flexible

Solutions International Inc.

5803

- 52 Ave.

Taber,

Alberta

Canada

T1G 1W9

Re:

Shelf Registration Statement

on Form S-3

This

opinion is being furnished to you in connection with the Registration Statement on Form S-3 (the “Registration Statement”),

including the base prospectus that is part of the Registration Statement (the “ATM Prospectus”), filed by Flexible Solutions

International, Inc., an Ontario, Canada corporation (the “Company”), which was declared effective by the Securities and Exchange

Commission (the “Commission”) on March 5, 2026 under the Securities Act of 1933, as amended (the “Securities Act”).

The ATM Prospectus relates to the sale by the Company of its securities having a total offering prices of up to $50,000,000.

The

Prospectus provides that it will be supplemented in the future by one or more prospectus supplements. The Prospectus, as supplemented

by the Prospectus Supplements dated June 30, 2026, provided for the issuance and sale by the Company from time to time of up to $18,500,000

shares of the Company’s common stock (the “Shares”), pursuant to an ATM Sales Agreement dated as of June 30, 2026 by

and between the Company and Bancroft Capital LLC (the “ATM Sales Agreement”)

rendering our opinions set forth below, we have reviewed the Registration Statement, the ATM Prospectus, the Prospectus Supplement dated

June 30, 2026 and the exhibits thereto. We have also reviewed such corporate documents and records of the Company, such certificates

of public officials and officers of the Company and such other matters as we have deemed necessary or appropriate for purposes of this

opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii)

the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information,

representations and warranties contained in the instruments, documents, certificates and records we have reviewed; and (iv) the legal

capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant

hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and

perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate

or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable

obligations of such parties. As to any facts material to the opinion expressed

herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers

and other representatives of the Company.

Based

on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

When

the Shares have been issued and sold in accordance with the ATM Sales Agreement, and as described in the Registration Statement, the

ATM Prospectus and the Prospectus Supplement, the Shares will be validly issued, fully paid and nonassessable.

rendering the opinions set forth above, we have assumed that: (i) the Registration Statement (and any applicable post-effective amendment

thereto) has become effective under the Securities Act, a Prospectus Supplement has been prepared and filed with the Commission describing

the Securities offered thereby and such Securities will have been issued and sold in accordance with the terms of such Prospectus Supplement

and in compliance with all applicable laws; (ii) the Securities will be duly authorized by all necessary corporate action by the Company

and any agreement pursuant to which such Securities may be issued will be duly authorized, executed and delivered by the Company and

the other parties thereto; (iii) the Company will remain duly organized, validly existing and in good standing under applicable law;

and (iv) the Company has reserved a sufficient number of shares of its duly authorized, but unissued, Common Stock as is necessary to

provide for the issuance of the shares of Common Stock pursuant to the Registration Statement, the ATM Prospectus and the Prospectus

Supplement.

The

opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency,

reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights

and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness,

good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement

is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought;

and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification

of, or contribution to, a party with respect to liability where such indemnification or contribution is contrary to public policy. We

express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.

Our

opinion expressed herein is limited to the federal laws of the United States and the laws of Ontario, Canada. The opinions expressed

herein are based upon such laws as in effect on the date hereof and as of the effective date of the Registration Statement. We do not

express any opinion as to the laws of any other jurisdiction. We assume no obligation update, revise or supplement this opinion in the

event of future changes in such laws, the interpretations thereof or in the facts or circumstances on which this opinion is based.

Very Truly Yours,

HART & HART, LLC

/s/ William T. Hart

William T. Hart

EX-23.1

Filename: ex23-1.htm · Sequence: 4

Exhibit

23.1

CONSENT

OF ATTORNEYS

Reference

is made to the Registration Statement of Flexible Solutions International, Inc., whereby the Company proposes to sell up to $18,500,000

shares of its common stock. Reference is also made to Exhibit 5 included as part of this Registration Statement relating to the validity

of the securities proposed to be sold.

hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.

HART

& HART, LLC

/s/ William T. Hart

Denver, Colorado

June 30, 2026

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