Common use of Securities Offerings Clause in Contracts

Securities Offerings. Following the closing of the Offering, if at any time from twelve (12) months following the date of such closing, should the Company, in its sole discretion, propose to effect a further financing, the Company shall offer to the Placement Agent the opportunity to participate as a sole bookrunner or exclusive placement agent or exclusive sales agent in respect of such financing on terms and conditions mutually acceptable to the Company and the Placement Agent. The Placement Agent may decline such participation interest in its sole and absolute discretion and will notify the Company as to its decision as to whether to participate no later than the fifth business day following notification of such proposed financing. The terms of such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Placement Agent, market conditions, the absence of adverse change to the Company’s business or financial condition, approval of the Placement Agent’s internal committee and any other conditions that the Placement Agent may reasonably deem appropriate for transactions of such nature. The Company will notify the Placement Agent in writing of its intention to pursue such further financing, and the Placement Agent will advise the Company promptly of the Placement Agent’s election to participate in such financing (but in no event no later than five (5) business days following the Company’s notice to the Placement Agent). If such proposed financing is not accepted by the Placement Agent, but later materially modified as to the scope and nature of the proposed financing, the Company will re-submit such then proposed financing in writing to the Placement Agent and the Placement Agent will be subject to the same five (5) business day notice provision to advise of its election to participate in the proposed financing. The Placement Agent’s election not to participate with respect to a particular proposed financing will not adversely affect its rights hereunder with respect to any other proposed financing of the Company during the period referred to above. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B).

Securities Offerings. Following the a closing of the Offeringa Transaction, if at any time from twelve (12) months following the date of such closing, should the Company, in its sole discretion, propose to effect a further financing, the Company shall offer to the Placement Agent Ladenburg the opportunity to participate as a sole bookrunner lead underwriter or exclusive lead placement agent (with the percentage of such participation in the syndicate by Ladenburg to be determined pursuant to a definitive agreement or exclusive sales agent engagement agreement to be negotiated between the Company and Ladenburg) in respect of such financing on terms and conditions mutually acceptable to the Company and the Placement AgentLadenburg. The Placement Agent Ladenburg may decline such participation interest in its sole and absolute discretion and will notify the Company as to its decision as to whether to participate no later than the fifth business day following notification of such proposed financing. The terms of such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Placement AgentLadenburg, market conditions, the absence of adverse change to the Company’s business or financial condition, approval of the Placement AgentLadenburg’s internal committee and any other conditions that the Placement Agent Ladenburg may reasonably deem appropriate for transactions of such nature. The Company will notify the Placement Agent Ladenburg in writing of its intention to pursue such further financing, and the Placement Agent Ladenburg will advise the Company promptly of the Placement AgentLadenburg’s election to participate in such financing (but in no event no later than five (5) business days following the Company’s notice to the Placement AgentLadenburg). If such proposed financing is not accepted by Ladenburg, Ladenburg shall forfeit its rights to the Placement Agentfees set forth in Section 4(b), above, with respect to any Ladenburg Contacts who elect to purchase in such proposed financing. In addition, if such proposed financing is not accepted by Ladenburg, but later materially modified as to the scope and nature of the proposed financing, the Company will re-submit such then proposed financing in writing to the Placement Agent Ladenburg and the Placement Agent Ladenburg will be subject to the same five (5) business day notice provision to advise of its election to participate in the proposed financing. The Placement AgentLadenburg’s election not to participate with respect to a particular proposed financing will not adversely affect its rights hereunder with respect to any other proposed equity financing of the Company during the twelve month period referred to above. Notwithstanding anything to the contrary contained hereinDynatronics Corp. August 6, the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B).2014 Page of 3 of 9

Securities Offerings. Following the closing of the Offering, if at any time from twelve (12) months following the date of such closing, should the Company, in its sole discretion, propose to effect a further financing, the Company shall offer to the Placement Agent the opportunity to participate as a sole bookrunner or exclusive placement agent or exclusive sales agent in respect of such financing on terms and conditions mutually acceptable to the Company and the Placement Agent. The Placement Agent may decline such participation interest in its sole and absolute discretion and will notify the Company as to its decision as to whether to participate no later than the fifth business day following notification of such proposed financing. The terms of such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Placement Agent, market conditions, the absence of adverse change to the Company’s business or financial condition, approval of the Placement Agent’s internal committee and any other conditions that the Placement Agent may reasonably deem appropriate for transactions of such nature. The Company will notify the Placement Agent in writing of its intention to pursue such further financing, and the Placement Agent will advise the Company promptly of the Placement Agent’s election to participate in such financing (but in no event no later than five (5) business days following the Company’s notice to the Placement Agent). If such proposed financing is not accepted by the Placement Agent, but later materially modified as to the scope and nature of the proposed financing, the Company will re-submit such then proposed financing in writing to the Placement Agent and the Placement Agent will be subject to the same five (5) business day notice provision to advise of its election to participate in the proposed financing. The Placement Agent’s election not to participate with respect to a particular proposed financing will not adversely affect its rights hereunder with respect to any other proposed financing of the Company during the period referred to above. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B).