Common use of Consideration; Payment of Expenses Clause in Contracts

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) Business Days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $125,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and; (ii) The a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $250,000, including, among other things, all reasonable fees and expenses of the Underwriters’ Warrantsoutside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request (the “Accountable Out-of-Pocket Expenses”). The Company has advanced an amount of $80,000 (the “Advances”) in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters. The Advances against the Accountable Out-of-Pocket Expenses, to the extent that such Accountable Out-of-Pocket Expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A), shall be promptly returned to the Company. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the Disclosure Materials, and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay bear all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, (i) the Company will pay, less the amount of the Advances previously paid, all Accountable Out-of-Pocket Expenses (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances, and (ii) to the extent that the Underwriters’ Accountable Out-of-Pocket Expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Shares which they are offering: (i) An underwriting discount equal to eight of five percent (85%) as set forth in Section 1(a) and (c); (ii) A corporate finance fee of the aggregate gross proceeds raised two percent (2%) as set forth in the OfferingSection 1(a) and (c); and (iiiii) The UnderwritersRepresentatives’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to directly and necessarily incurred in connection with the Offeringperformance of its obligations hereunder, including including, but not limited to, the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus Prospectus, General Disclosure Package and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of a sufficient quantity of copies thereof to the Underwriters and dealersdealers as the Representatives may reasonably request; (ii) all fees and expenses in connection with filings the filing with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the OfferingOffering (the Representatives shall be responsible for fees of its counsel); (iv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (v) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiivii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing and delivering certificates representing the SecuritiesShares and Representatives’ Warrants; (ixviii) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers and directors by a background search firm acceptable directors; (x) the cost of preparing and delivering to the RepresentativeRepresentatives and their counsel, bound volumes containing copies of all documents and appropriate correspondence filed with or received from the Commission and FINRA and all closing documents; (xi) all reasonable travel and lodging expenses incurred by the Representatives and/or their counsel in connection with visits to, and examinations of, the Company’s premises; (xii) the reasonable cost for due diligence meetings, including the cost of information meetings at the office of the Representatives; and (xiii) the cost of “tombstone” advertisements, which shall announce the completion of the Offering to the financial community, of at least 5x5 inches in publications to be designated by the Representatives at a total cost not to exceed $5,000.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised in of the Offering; and (ii) The Underwriters’ Warrantsa non-accountable expense allowance equal to two percent (2%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not not: (i) the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; ; (iviii) all reasonable expenses the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and; (ii) The Underwriters’ Warrants.; and (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $150,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $85,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services provided by the Underwriters pursuant to be provided for hereunderin this Agreement, the Company shall pay afford to the Underwriters or their its respective designees designees, if any, their pro rata portion (based on the Securities purchasedof Firm Shares purchased in this Offering) of the following their compensation with respect to the Securities which they are offering: as follows: (ia) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised of the securities being offered and sold in the Offering (an “Underwriting Discount”) and the Underwriters may in its discretion apportion such Underwriting Discount in whole or in part to any selected dealer engaged by the Underwriters in connection with the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants a non-accountable expense allowance of one percent (1%) of the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales gross proceeds of the Offering (the “Non-Accountable Expense Allowance”); (c) an accountable expense allowance of up to act as lead managing underwriter US$250,000, including but not limited to reasonable and book runner documented travel, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with the Underwriters’ services for the purpose of the Offering, regardless of whether the Offering is successfully closed or as co-lead manager and co-book runner and/or co-lead placement agent for not, provided that any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary expense over $5,000 shall require prior approval of the Company. ; (cd) The Representative the Underwriters reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. ; (de) Whether whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs the Underwriters the following reasonable, necessary and expenses incident to the Offering, including the following: accountable out-of-pocket expenses: (i) all expenses in connection the costs of preparing, printing and filing the registration statement with the preparationCommission, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto thereto, and post-effective amendments, filing with FINRA and payment of all necessary fees in connection therewith and the mailing printing of a sufficient quantity of preliminary and delivering of copies thereof to final prospectuses as the Underwriters and dealers; may reasonably request; (ii) all fees the costs of preparing, printing and expenses delivering exhibits to the documents set forth in connection with filings with FINRA’s Public Offering System; clause (i) of this Section 3.6, in such quantities as the Underwriters may reasonably request; (iii) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of foreign jurisdictions designated by the Underwriters; (iv) fees of counsel and expenses of accountants for the Company, including fees associated with any blue sky filings where applicable; (v) fees associated with the Company’s counsel transfer agent; and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses fees, if necessary, associated with translation services. The Underwriters may, upon presentation of relevant supporting documents (e.g. invoices and receipts), deduct from the net proceeds of the Company’s officers, directors and employees and any other expense of Offering payable to the Company on the Closing Date, or the Underwriters incurred Option Closing Date, if any, the expenses set forth in connection with attending or hosting meetings with prospective purchasers of this Section 3.6 to be paid by the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable Company to the Representative; andUnderwriters.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offeringpurchase from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iiiv) The the Company shall grant to the Underwriters or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the Underwriters’ Warrants. (b) The Company grants In compliance with FINRA Rule 5110(e)(1), the Representative Underwriter’s Warrants and the right of first refusal underlying securities will be locked up for a period of eighteen (18) months from 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to act as lead managing underwriter one hundred and book runner twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or as co-lead manager and co-book runner and/or co-lead placement agent sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for any and all future public and private equitya period of 180 days beginning on the date of commencement of sales of the Offering, equity-linked or debt except that they (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct portion thereof) may be transferred or indirect subsidiary assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersRepresentative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Representative and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters' counsel's fees and expenses) ("Additional Advanced Amounts"), less any amounts previously advanced by the Company to the Representative. (i) An underwriting discount equal to eight seven and one-half percent (87.5%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ WarrantsMaxim shall be entitled to a transaction fee of 7.5% with respect to any financing of equity, equity-linked, convertible or other capital-raising activity ("Tail Financing") to the extent such financing or capital is provided to the Company by any of the investors contacted or introduced by Maxim to the Company during the term of this Agreement if such Tail Financing is consummated at a time within the eighteen (18) month period following the Closing Date or any Option Closing Date. (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen fifteen (1815) months from the date of commencement of sales of the Offering Closing Date to act as lead sole managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company, for which the Company retains the service of an underwriter, agent, finder or other person or entity in connection with such offering. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment; provided, however, the aggregate compensation otherwise to be paid to the underwriters by the Company may not be increased above the amounts stated herein without the approval of the Company. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s 's Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel 's counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters' counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters' counsel's fees and expenses) and expenses incurred relating to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s 's officers and directors directors; provided, however, that all such Underwriters' counsel's fees and expenses that are incurred by the Underwriters and for which the Company shall be responsible shall not exceed US$125,000 in the aggregate in the event of a background search firm acceptable to Closing of the Representative; andOffering.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $250,000, of which $80,000 which has been paid by the Company in advance, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request, provided that any expense over $5,000 shall require prior written or email approval of the Company; and (iiv) warrants to purchase its Ordinary Shares in an amount equal to five percent (5%) of the total number of Ordinary Shares sold in this offering (the “Representative’s Warrants”). The Underwriters’ Warrants. Representative’s Warrants may be exercised at a price per share equal to one hundred and twenty percent (b120%) of the initial public offering price of the Ordinary Shares sold in this offering. The Company grants Ordinary Shares underlying the Representative Representative’s Warrants may be exercised as to all or a lesser number of shares, purchased via cashless exercise, and will contain provisions for one demand registration of the right sale of first refusal the underlying shares of our Ordinary Shares and immediate “piggyback” registration rights at the Company’s expense for a period of eighteen (18) months five years from the date of commencement of sales of this offering. The Representative’s Warrants and the Offering underlying shares will be deemed compensation by FINRA, and therefore will be subject to act FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for otherwise permitted by FINRA rules, neither the Representative’s Warrants nor any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of our shares issued upon exercise of the CompanyRepresentative’s Warrants may be exercised, sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of this offering. The issuance of the Representative’s Warrants and the underlying Ordinary Shares that are issuable upon exercise of the Representative’s Warrants are being registered in the registration statement. (cb) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the SecuritiesSecurities approved by the Company; (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances, and any expense over $5,000 shall require prior written or email approval of the Company’s officers and directors by a background search firm acceptable . To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Representative; andCompany that portion of the Advances not offset by actual expenses. (e) The Company agrees that it shall provide the underwriters an irrevocable right of first refusal for eighteen (18) months from the later of the consummation of the Offering or termination or expiration of that certain engagement letter dated as of June 29, 2023 and as amended on August 15, 2024 (the “Engagement Letter”), to act as sole investment banker, sole book-runner, sole financial advisor, and/or sole placement agent, at the underwriters’ sole discretion, for each and every Transaction (as such term is defined in the Engagement Letter, a “Transaction”), including future public and private equity and/or debt offerings, including all equity linked financings, mergers, business combinations, recapitalizations, or sale of some or all of the equity or assets of the Company, whether in conjunction with another advisor, or broker-dealer, or on the Company’s own volition, (collectively, “Future Services”). The underwriters shall have the sole right to determine whether or not any other financial advisor or broker dealer shall have the right to participate in any such Transaction and the economic terms of any such participation. Further, the Company shall immediately notify the underwriters of a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the underwriters within three (3) Business Days of receipt of such inquiry. Regardless of whether the underwriters provide any Future Services, the underwriters will be compensated consistent with Section 6 of the Engagement Letter for any Transaction during the Future Services period. The underwriters shall be entitled to compensation under Section 6 of the Engagement Letter in the event the Company conducts a Transaction and does not provide notice to the underwriters of such Transaction pursuant to the Engagement Letter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight seven and one half percent (87.5%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants.; and (biii) The If the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen (18) 18 months from the date of commencement of sales of the Offering Closing Date to act as lead sole managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company.. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). The Company shall not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which it offers to retain Dominari; and (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel), (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and Net Roadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s reasonable and documented fees and expenses) that are incurred by the Underwriters shall not exceed $125,000 in conducting the aggregate in the event the Offering is consummated and shall not exceed $50,000 in the event that the Offering is not consummated and, in each event, less the $50,000 advance previously paid by the Company; and (11) costs relating to background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; anddirectors.

Consideration; Payment of Expenses. (ai) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An its designee an underwriting discount equal to eight seven percent (87.0%) (or five percent (5.0%) with respect to Company contacts identified and confirmed by the Underwriter and the Company on a pre-approved investor list) of the aggregate gross proceeds raised in the Offering; andoffering; (ii) The Underwriters’ Warrants. (b) The Company grants the Representative Underwriter the right of first refusal participation for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or linked, and debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by of the Company’s securities during such period and as exclusive financial advisor with respect to any merger, acquisition, or sale of stock or assets of the Company or any direct successor to or indirect any subsidiary of the CompanyCompany or any similar transaction during such period, provided that the foregoing right of first participation does not apply to financing provided by or solicited from any person or entity who is a current holder of our debt or equity securities. (ciii) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter's aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, independent public accountants and accountants other Company’s agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if and only if such registration is required by applicable laws; (v5) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters Underwriter incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringissuance and delivery of the Securities by the Company to the Underwriter; (viii) 8) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing preparing, printing and delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter; and (11) subject to the following proviso, other costs (including Underwriter's Counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses that are incurred by the Underwriter shall not exceed $120,000 in the aggregate, including the $[50,000] advance previously paid by the Company to the Underwriter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An the Company shall pay to the Underwriter or their respective designees an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) the Company shall pay to the Underwriter or its designees a non-accountable expense allowance of one and half percent (1.5%) of the gross proceeds of the Offering; (iii) the Company shall pay to the Underwriter or its designees an accountable expense allowance of up to $145,000, including all reasonable fees and expenses of the underwriters’ outside legal counsel, not to exceed $95,000, any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriter, not to exceed $3,000 per individual, and the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, of which $95,000 has already been paid to the Underwriter as an Advance expense deposit, any portion of which not actually incurred in compliance with FINRA Rule 5110 (g)(4)(A) by the Underwriter will be reimbursed to the Company; and (iiiv) The Underwriters’ the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants.”) covering a number of shares equal to three and half percent (3.5%) of the total number of Firm Shares and Additional Shares, substantially in the form and content attached hereto as Annex V. (b) The Underwriter’s Warrants will be non-exercisable for six (6) months after the date of the effective date of the Registration Statement and will expire five (5) years after the date of the effective date of the Registration Statement. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty-five percent (125%) of the public offering price of the underlying Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company grants will register the Representative Shares underlying the right Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of first refusal any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of eighteen one hundred and eighty (18180) months from days immediately following the date of effectiveness, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, each such demand registration for a period of five (5) years after the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent unlimited “piggyback” registration rights for any and all future public and private equity, equity-linked or debt a period of five (excluding commercial bank debt and credit facility5) offerings undertaken by years after the Company or any direct or indirect subsidiary date of commencement of sales of the Offering at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all the following costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking tracking, and compliance software and the cost of preparing certificates representing the Securities;; and (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xe) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 9, 10 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $71,295 as an advance to be applied towards the accountable expenses allowance (the “Advance”), all documented out-of-pocket expenses of the Underwriter (including but not limited to reasonable fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $145,000, including the Advance. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Company’s officers and directors Advance not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An shall receive an underwriting discount equal to eight percent (88.5%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrantsoffering. (bi) The Company grants the Representative the right of first refusal for a period of eighteen eleven (1811) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 50.0% of the economics; or in the case of a three-handed deal 33.0% of the economics, for any and all future public and private equity, equity-linked or debt (excluding any equity-line financings and any commercial bank debt and credit facilitydebt) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering. (cii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and up to $5,000 in fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $80,000 in conducting background checks the aggregate and Maxim shall return any portion of the Company’s officers and directors by a background search firm acceptable advances not applied to the Representative; andactual out-of-pocket expenses.

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and. (ii) The Underwriters’ Warrants. Maxim shall be entitled to a transaction fee equal to five percent (b5%) The Company grants the Representative the right with respect to any financing of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked linked, convertible or debt other capital-raising activity (excluding commercial bank debt and credit facility“Tail Financing”) offerings undertaken by to the extent such financing or capital is provided to the Company by any of the investors contacted or introduced by Maxim to the Company during the term of this Agreement if such Tail Financing is consummated at a time within the nine (9) month period following the Closing Date or any direct or indirect subsidiary of the CompanyOption Closing Date. (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable costs and fees or expenses incurred in conducting background checks accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $75,000 (the Company’s officers and directors by a background search firm acceptable “Underwriters’ Reimbursement”); provided, however, that except to the Representative; andextent otherwise provided in Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight percent (88.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and a half percent (1.5%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $180,000, of which $150,000 has already been paid to the Underwriter as an advance against accountable expenses; and (iiiv) The Underwriters’ the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to ten percent (10.0%) of the total number of Firm Shares and Additional Shares sold in this offering. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years from the date of commencement of sales of Offering, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company grants will register the Representative Ordinary Shares underlying the right Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of first refusal any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of eighteen (18) months 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, each with a duration of no more than five years from the date of commencement of sales of the Offering offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Companyprevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (ix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixxi) the cost and charges of any transfer agent or registrar for the Securities; (xxii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xiii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $100,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $150,000, including $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”) and $50,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $30,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $180,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $180,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount A cash fee payable at Closing equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the followingperformance of its obligations hereunder: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates certificates, if any, representing the Securities; (ixx) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xxi) any a non-accountable expense reimbursement up to $100,000 for reasonable costs expenses and expenses fees incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and (xii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (d) In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); and (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia and bound books to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request. (e) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $100,000.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen (18) 18 months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead sole managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Offered Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Offered Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Offered Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Offered Securities; (ix9) the cost and charges of any transfer agent or registrar for the Offered Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $110,000 in the aggregate.

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and. (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable costs and fees or expenses incurred in conducting background checks accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $100,000 (the Company’s officers and directors by a background search firm acceptable “Underwriters’ Reimbursement”); provided, however, that except to the Representative; andextent otherwise provided in Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees shall receive their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which Shares they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Representative’s Warrants.; and (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities, any fees and expenses associated with the iDeal system and NetRoadshow, and all the road show expenses incurred by the Company; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following provision, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable and reimbursable to the Representative; andUnderwriters shall not exceed $200,000 in the aggregate.

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; andprovided, that such underwriting discount shall be equal to 3.5% of the aggregate gross proceeds raised in the Offering from certain investors identified and introduced by the Company, which investors are listed on Schedule II hereto. (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable costs and fees or expenses incurred in conducting background checks accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $100,000 (the Company’s officers and directors by a background search firm acceptable “Underwriters’ Reimbursement”); provided, however, that except to the Representative; andextent otherwise provided in Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters.

Consideration; Payment of Expenses. (ai) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An its designee an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds raised in the Offering; andoffering; (ii) The Underwriters’ Warrants. (b) The Provided that gross proceeds generated from the sale of Offered Securities is at least $20 million, the Company grants the Representative Underwriter the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facility) equity offerings undertaken by the Company in the United States. The Company shall provide written notice to the Underwriter with the terms of such offering and if the Underwriter fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Underwriter will have no claim or right with respect to any direct or indirect subsidiary of the Companysuch offering. (ciii) In the event that this Agreement is terminated for any reason other than for cause (including Maxim’s failure to provide the underwriting services contemplated by this Agreement), the Underwriter shall be paid a fee equal to seven percent (7%) of the gross proceeds received by the Company in connection with any public or private equity offering made in the United States and consummated by the Company during the twelve (12) months following such termination with any investor contacted by Maxim in connection with this Offering, except to the extent the Company was introduced to any such investor prior to August 6, 2015. (iv) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters Underwriter incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering; (viii) 8) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing preparing, printing and delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter; and (11) subject to the following proviso, other costs (including Underwriter’s Counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses that are incurred by the Underwriter shall not exceed $200,000 in the aggregate, including the $30,000 advance previously paid by the Company to the Underwriter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dii) If the Closing occurs, the Company grants the Representative the right of first refusal for a period of six (6) months from the date of commencement of sales pursuant to the Prospectus to act as underwriter and book runner and/or placement agent, with the right to receive at least 60% of the economics related to such future financing, for any and all future public or private equity or equity-linked offerings and public debt offerings undertaken by the Company, excluding any offering or offerings of Securities sold only to the persons or entities listed on Addendum B to that certain engagement letter between the Representative and the Company, dated August 21, 2020 . The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within seven (7) business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (iii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities;; and (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven and a half percent (87.50%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors that are introduced by the Underwriter; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to US$100,000, of which US$50,000 has already been paid to the Underwriter as an advance against the accountable expense; and (iiiv) The Underwriters’ Warrantsan advisory fee of $100,000. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company[intentionally omitted]. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection Offering and with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if necessary; (iv) all reasonable fees associated with translation services (if necessary); (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel fees and expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)pre-approved due diligence work in legal, finance, and business; (vii) any stock transfer taxes or other taxes all the road show expenses incurred in connection with this Agreement or by the OfferingCompany; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable fees and expenses of the Underwriter’s legal counsel. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is US$50,000, including US$50,000 paid upon the execution of the certain engagement letter between the Company and the Underwriter, dated March 30, 2023, as an advance to be applied towards the accountable expenses (collectively the “Advances”). All documented out-of-pocket expenses and advisory fee of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses and fees to be reimbursed by the Company shall not exceed US$200,000, including the Advances. To the extent that the Underwriter’ documented out-of-pocket expenses and advisory fee are less than the Advances, the Underwriter will return to the Company that portion of the Company’s officers Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and directors by a background search firm acceptable to the Representative; and5110(g)(4)(B).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay and/or issue to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount A cash fee equal to eight nine percent (89%) of the aggregate gross proceeds raised of the Offering (including proceeds from the sale of Additional Shares, if any), which fee is to be paid by means of a discount from the public offering price in the OfferingOffering or, at the Underwriters' option, as a cash fee at the First Closing (with respect to the gross proceeds from the sale of the Firm Shares and the Additional Shares, if any, at the First Closing) and at each Additional Closing (with respect to the gross proceeds from the sale of the Additional Shares at such Additional Closing); (ii) A non-accountable expense allowance, to the Underwriters equal to three percent (3%) of the gross proceeds of the Offering (including proceeds from the sale of Additional Shares, if any). The Company has heretofore paid a $50,000 advance to the Underwriters, which shall be applied against the non-accountable expense allowance; and (iiiii) The Underwriters’ WarrantsStock Purchase Warrant to the Underwriters as set forth in Section 12 of this Agreement. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of the Underwriters' compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminatedterminated (regardless of the reason for such termination), the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX "edgarization" and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, the blue sky survey and memorandum, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering and the cost of five (5) bound volumes of such documents for the Underwriters; (iv) all reasonable expenses in connection with the qualifications qualification of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of Underwriters' Counsel in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (v) the filing fees incident to, and the fees and disbursements of Underwriters' Counsel in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Securities Shares on a national securities exchangeAMEX; (vivii) all reasonable travel expenses of the Company’s officers, directors 's officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”"ROAD SHOW EXPENSES"); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the SecuritiesShares; (ixx) the cost and charges of any transfer agent or registrar for the SecuritiesShares; (xxi) any reasonable costs and expenses incurred the cost of two (2) "tombstone" advertisements to be placed in conducting background checks appropriate daily or weekly periodicals of the Company’s officers Underwriters's choice (i.e., The Wall Street Journal and directors by a background search firm acceptable to the RepresentativeThe New York Times); and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven and a half percent (87.50%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors that are introduced by the Underwriter; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to US$100,000, of which US$50,000 has already been paid to the Underwriter as an advance against the accountable expense; and (iiiv) The Underwriters’ Warrantsan advisory fee of $100,000. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company[intentionally omitted]. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection Offering and with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if necessary; (iv) all reasonable fees associated with translation services (if necessary); (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel fees and expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)pre-approved due diligence work in legal, finance, and business; (vii) any stock transfer taxes or other taxes all the road show expenses incurred in connection with this Agreement or by the OfferingCompany; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable fees and expenses of the Underwriter’s legal counsel. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is US$50,000, including US$50,000 paid upon the execution of the certain engagement letter between the Company and the Underwriter, dated March 30, 2023, as an advance to be applied towards the accountable expenses (collectively the “Advances”).. All documented out-of-pocket expenses and advisory fee of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses and fees to be reimbursed by the Company shall not exceed US$200,000, including the Advances. To the extent that the Underwriter’ documented out-of-pocket expenses and advisory fee are less than the Advances, the Underwriter will return to the Company that portion of the Company’s officers Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and directors by a background search firm acceptable to the Representative; and5110(g)(4)(B).

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and. (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable costs and fees or expenses incurred in conducting background checks accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $[ ],000 (the Company’s officers and directors by a background search firm acceptable “Underwriters’ Reimbursement”); provided, however, that except to the Representative; andextent otherwise provided in Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offeringpurchase from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in acco9rdance with FINRA Rule 5110(g)(4)(A); and (iiiv) The the Company shall grant to the Underwriters or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Option Shares sold in this offering, to be split among the Underwriters’ Warrants. (b) The Company grants In compliance with FINRA Rule 5110(e)(1), the Representative Underwriter’s Warrants and the right of first refusal underlying securities will be locked up for a period of eighteen (18) months from 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to act as lead managing underwriter one hundred and book runner twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or as co-lead manager and co-book runner and/or co-lead placement agent sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for any and all future public and private equitya period of 180 days beginning on the date of commencement of sales of the Offering, equity-linked or debt except that they (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct portion thereof) may be transferred or indirect subsidiary assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersRepresentative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Representative and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Firm Units which they are offering: (i) An underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ WarrantsA non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering (exclusive of any proceeds from the sale of the Option Units). (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not If the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminatedconsummated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchangeNYSE; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Units (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs cost and expenses incurred in conducting satisfactory due diligence investigation, background checks and analysis of the Company’s officers and directors directors; and (xi) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the costs and expenses set forth in Section 6(d), the Company will be responsible for the cost of bound volumes of the Offering documents and commemorative lucite memorabilia, both as may be reasonably requested by a background search firm acceptable the Representative. (e) It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated prior to the consummation of the Offering, the Company will pay all accountable out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110, up to $250,000 (the “Expense Cap”), provided that such amount shall be reduced by any deposit previously paid to the Representative; and. The cost of background checks is not subject to the Expense Cap and must be paid by the Company even if the payment of such fees would exceed the Expense Cap.

Consideration; Payment of Expenses. (a) In addition to the underwriters’ discount provided for in Section 2(a) hereof, as additional consideration of for the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount a non-accountable expense allowance equal to eight two percent (82%) of the aggregate gross proceeds raised in of the Offering; and Offering (ii) The Underwriters’ Warrantsexclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dc) Whether or not not: (i) the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; ; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An aggregate compensation: an underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Offering and the Underwriters’ Warrants. (bii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity or equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company, but excluding any private placement in which the Company does not use an underwriter or placement agent. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any direct such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or indirect subsidiary of the Companyright with respect to any such offering(s). (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;; 4878-6125-6192.1 (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable fees or expenses incurred in accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $80,000 (the “Underwriters’ Reimbursement”) less an amount equal to any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (the “Advanced Amounts”); provided, however, that except to the extent otherwise provided in conducting background checks Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters, and further provided, that any portion of the Company’s officers and directors Advanced Amount not actually incurred by a background search firm acceptable the Underwriters shall be returned to the Representative; andCompany.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and; (ii) The a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $100,000, including, among other things, all reasonable fees and expenses of the Underwriters’ Warrants.outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request; and (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $100,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services provided by the Underwriter pursuant to be provided for hereunderin this Agreement, the Company shall pay afford to the Underwriters Underwriter or their its respective designees designees, if any, their pro rata portion (based on the Securities purchasedof Firm Shares purchased in this Offering) of the following their compensation with respect to the Securities which they are offering: as follows: (ia) An an underwriting discount equal to eight six percent (86%) of the aggregate gross proceeds raised of the securities being Offered from investors introduced by EDDID, and a gross discount equal to 3% of gross proceeds (or in cash in the Offeringequivalent amount) of the securities being offered from investors introduced by the Company (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants. (b) The Company grants a non-accountable expense allowance of one percent (1%) of the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales gross proceeds of the Offering to act as lead managing underwriter and book runner or as co(the “Non-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. Accountable Expense Allowance”); (c) The Representative an accountable expense allowance of up to $250,000, including but not limited to reasonable and documented travel, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with the Underwriter’s services for the purpose of the Offering, regardless of whether the Offering is successfully closed or not; (d) the Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. ; (de) Whether whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs the Underwriter the following reasonable, necessary and expenses incident to the Offering, including the following: accountable out-of-pocket expenses: (i) all expenses in connection the costs of preparing, printing and filing the registration statement with the preparationCommission, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto thereto, and post-effective amendments, filing with FINRA and payment of all necessary fees in connection therewith and the mailing printing of a sufficient quantity of preliminary and delivering of copies thereof to final prospectuses as the Underwriters and dealers; Underwriter may reasonably request; (ii) all fees the costs of preparing, printing and expenses delivering exhibits to the documents set forth in connection with filings with FINRA’s Public Offering System; clause (i) of this Section 3.6, in such quantities as the Underwriter may reasonably request; (iii) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of foreign jurisdictions designated by the Underwriter; (iv) fees of counsel and expenses of accountants for the Company, including fees associated with any blue sky filings where applicable; (v) fees associated with the Company’s counsel transfer agent; and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses fees, if necessary, associated with translation services. The Underwriter may, upon presentation of relevant supporting documents (e.g. invoices and receipts), deduct from the net proceeds of the Company’s officers, directors and employees and any other expense of Offering payable to the Company or on the Underwriters incurred Closing Date the expenses set forth in connection with attending or hosting meetings with prospective purchasers of this Section 3.6 to be paid by the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable Company to the Representative; andUnderwriter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to of eight percent (88.0%) of the aggregate gross proceeds raised in the Offering); and (ii) a non-accountable expense allowance equal to two percent (2.0%) of the gross proceeds of the Offering. The Underwriters’ WarrantsCompany has heretofore paid a $75,000 advance to the Representatives, which shall be applied against the non-accountable expense allowance. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering and the cost of five (5) bound volumes of such documents for the Representatives; (iv) all reasonable expenses in connection with the qualifications qualification of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (v) the filing fees incident to, and the fees and disbursements of Underwriters’ Counsel in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Securities Shares on a national securities exchangethe Nasdaq National Stock Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the SecuritiesShares; (ixx) the cost and charges of any transfer agent or registrar for the Securities;Shares; and (xxi) any reasonable all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers and directors by a background search firm acceptable Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the Representativecosts and expenses set forth in Section 6(c), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representatives’ choice (i.e., The Wall Street Journal and The New York Times); and(ii) the cost of five (5) bound volumes of the Offering documents and eight (8) Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representatives.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and, and a non-accountable expense allowance of one and one-half percent (1.5%) of the gross proceeds of the Offering. (ii) The Underwriters’ WarrantsIntentionally omitted. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the CompanyIntentionally omitted. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities, not to exceed $2,000; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; , not to exceed $5,000; (xi) the costs associated with commemorative Lucite tombstones in such quantities as the Underwriters may reasonably request, not to exceed $5,000, and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offeringpurchase from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $150,000, of which $80,000 has already been paid to the Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in acco9rdance with FINRA Rule 5110(g)(4)(A); and (iiiv) The Underwriters’ the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Option Shares sold in this offering. (b) The Company grants In compliance with FINRA Rule 5110(e)(1), the Representative Underwriter’s Warrants and the right of first refusal underlying securities will be locked up for a period of eighteen (18) months from 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to act as lead managing underwriter one hundred and book runner twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or as co-lead manager and co-book runner and/or co-lead placement agent sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for any and all future public and private equitya period of 180 days beginning on the date of commencement of sales of the Offering, equity-linked or debt except that they (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct portion thereof) may be transferred or indirect subsidiary assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein (provided that any such adjustment shall not increase the amount or value of compensation hereunder and shall otherwise be reasonably acceptable to the Company) in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether At Closing, the Company will reimburse Xxxx Capital Partners, LLC up to an aggregate of $125,000 for its reasonable, documented out-of-pocket expenses incurred in connection with the purchase and sale of the Securities. (c) Subject to Section 11(d), whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all of its costs and expenses incident to the Offeringperformance of its obligations hereunder, including including, but not limited to, the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus Prospectus, General Disclosure Package and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of a sufficient quantity of copies thereof to the Underwriters and dealersdealers as the Representative may reasonably request; (ii) all fees and expenses in connection with filings with FINRA’s the filing on the FINRA Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all , including the reasonable fees and expenses disbursements of counsel for the Underwriters in connection with listing the Securities on a national securities exchangesuch qualification and in connection with any blue sky survey undertaken by such counsel; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities;; and (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An shall receive an underwriting discount equal to eight percent (88.0%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrantsoffering. (bi) The Provided that aggregate net proceeds (calculated as aggregate gross proceeds net of the Underwriters’ discounts, commissions and expenses incurred pursuant to this Section 4(k), but prior to any other offering-related expenses payable by the Company) actually received by the Company on the Closing Date and the Option Closing Date from the sale of Offered Securities is at least $7 million, the Company grants the Representative the right of first refusal for a period of eighteen nine (189) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future underwritten public and private equity, equity-linked equity or convertible debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company in the United States. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any direct or indirect subsidiary of the Companysuch offering. (cii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (diii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and up to $5,000 in fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $60,000 in conducting background checks of the Company’s officers and directors aggregate, which amount includes the $30,000 advance previously paid by a background search firm acceptable the Company to the Representative; and, and Maxim shall return any portion of advances not applied to actual out-of-pocket expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which Shares they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Representative’s Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right to participate as an investment banker, joint book-runner and/or joint placement agent, for every future public and private equity and/or debt offering (excluding commercial debt), including all equity linked financings undertaken by the Company, or any successor to or any subsidiary of first refusal the Company, for a period of eighteen twelve (1812) months from the date Closing Date, on the terms customary for transactions of commencement similar size and nature. The Company shall provide written notice to the Representative with the terms of sales such offering and if the Representative fails to accept in writing any such proposal within ten (10) Business Days after receipt of such written notice, then the Offering Representative will have no claim or right with respect to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Companysuch offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $190,000 in the aggregate.

Consideration; Payment of Expenses. (ai) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An its designee an underwriting discount equal to eight seven percent (87.0%) (or five percent (5%) with respect to Company contacts identified and confirmed by the Underwriter and the Company on a pre-approved investor list) of the aggregate gross proceeds raised in the offering, provided that to the extent that any of the individuals or entities listed on Schedule IV receives an allocation of ADSs in the Offering and subsequently fails to fund such allocation at the closing of the Offering; and, total number of Firm ADSs to be purchased pursuant to Section 1(a) herein shall be reduced accordingly). (ii) The Underwriters’ Warrants. (b) The Company grants the Representative Underwriter the right of first refusal participation for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or linked, and debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by of the Company’s securities during such period and as exclusive financial advisor with respect to any merger, acquisition, or sale of stock or assets of the Company or any direct successor to or indirect any subsidiary of the CompanyCompany or any similar transaction during such period, provided that the foregoing right of first participation does not apply to financing provided by or solicited from any person or entity who is a current holder of our debt or equity securities. (ciii) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter's aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, independent public accountants and accountants other Company’s agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if and only if such registration is required by applicable laws; (v5) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters Underwriter incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringissuance and delivery of the Securities by the Company to the Underwriter; (viii) 8) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing preparing, printing and delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter; and (11) subject to the following proviso, other costs (including Underwriter's Counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses that are incurred by the Underwriter shall not exceed $120,000 in the aggregate, including the $50,000 advance previously paid by the Company to the Underwriter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to eight of ___ percent (8___%) of the aggregate gross proceeds raised in the Offering); and (ii) a non-accountable expense allowance equal to ___ percent (__%) of the gross proceeds of the Offering. The Underwriters’ WarrantsCompany has heretofore paid a $75,000 advance to the Representatives, which shall be applied against the non-accountable expense allowance. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering and the cost of five (5) bound volumes of such documents for the Representatives; (iv) all reasonable expenses in connection with the qualifications qualification of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (v) all fees and expenses in connection with listing the Securities Shares on a national securities exchangethe Nasdaq National Stock Market; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the SecuritiesShares; (ix) the cost and charges of any transfer agent or registrar for the Securities;Shares; and (x) any reasonable all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers and directors by a background search firm acceptable Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the Representativecosts and expenses set forth in Section 6(c), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representatives’ choice (i.e., The Wall Street Journal and The New York Times); and(ii) the cost of five (5) bound volumes of the Offering documents and eight (8) Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representatives.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities Units purchased) of the following compensation with respect to the Securities Units which they are offering: (i) An underwriting discount A cash fee equal to eight percent (8%) 6% of the aggregate gross proceeds raised in the OfferingOffering from the Units sold to investors who are not existing shareholders of the Company; and (ii) The Underwriters’ Warrants (the “Underwriter’s Warrants”) to purchase that number of Ordinary Shares equal to 8% of the aggregate number of Securities sold in the Offering. Such warrants shall be of a form reasonably acceptable to the Company and the Underwriter, and shall have the same terms as the warrants (if any) issued to the Investors in the Offering, except that such warrants shall have an exercise price of 120% of the purchase price per share in the Offering and a 3-year exercise period, and such warrants shall not have a “make good” adjustment nor be transferrable except as permitted by FINRA Rule 5110. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether Except as set forth in Section 5(d), whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: including: (iA) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel) in connection with the preparation, printing, formatting for XXXXX filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Units, the Time of Sale Disclosure Package, the Marketing Materials, the Prospectus, any Preliminary Prospectus and the Issuer Free Writing Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies amendment thereof to the Underwriters and dealers; or supplement thereto, (iiB) all reasonable filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, reasonable fees and disbursements and expenses of the CompanyUnderwriter’s counsel and accountants incurred solely in connection with the registration qualification of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities Units for offering and sale by the Underwriter or by dealers under state or foreign the securities or blue sky laws; laws of the states and other jurisdictions that Maxim shall designate, provided that in no event shall the Company be required to reimburse for more than $10,000 without its prior written consent (vC) all the fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; registrar, (xD) any reasonable listing fees, if any, and (E) all other costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable incident to the Representative; andperformance of its obligations hereunder that are not otherwise specifically provided for herein. (d) If transactions contemplated by this Agreement, the Registration Statement and the Prospectus are not consummated or this Agreement is terminated, the Company hereby agrees to pay up to US$100,000 all reasonable, actual, out-of-pocket accountable expenses (including legal fees and expenses) actually incurred by the Underwriter associated with this Offering (such expenses shall be inclusive of any and all advances that the Company has paid to the Underwriter pursuant to that certain Placement Agency Agreement dated December 23, 2010, by and between the Underwriter and the Company (the “Placement Agency Agreement”)). The Underwriter shall provide reasonable evidence and documentation of all such expenses.

Consideration; Payment of Expenses. (a) In addition to selling the Shares to the Underwriters at the price per Share set forth in Section 3(a) hereof, in consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount a non-accountable expense allowance equal to eight one percent (81.0%) of the aggregate gross proceeds raised of the Offering (excluding proceeds from the sale of Additional Shares). The Company has heretofore paid advances of $100,000 in the Offering; and (ii) The Underwriters’ Warrantsaggregate which are creditable towards such non-accountable expense allowance. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringoffering of the Shares contemplated hereby and the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto including, but not limited to, the SEC filing fees, and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees the cost of producing this Agreement and expenses any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with filings with FINRA’s Public the Offering Systemand the cost of three (3) bound volumes of such documents for the Representative; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications qualification of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including (subject to the provisions of Section 6(d) hereof) the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (iv) the filing fees incident to securing any required review by the NASD of the terms of the Offering; (v) all fees and expenses in connection with listing the Securities Shares on a national securities exchangethe NASDAQ; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Shares; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book buildingcost for the preparation, prospectus tracking printing, authentication, issuance and compliance software and delivery of the cost of preparing stock certificates representing the SecuritiesShares, including, but not limited to, any stamp or transfer tax; (ix) the cost and charges of any transfer agent or registrar for the SecuritiesShares; (x) any reasonable costs the fees and expenses incurred in conducting background checks of the PR Firm; and (xi) the fees and expenses of the Company’s officers accountants, auditors and directors by a background search firm acceptable legal counsel. (c) In addition to the costs and expenses set forth in Section 6(b) hereof, the Company will be responsible for the cost of up to two “tombstone” advertisements to be placed in appropriate, national editions of daily or weekly periodicals of the Representative; and’s choice (i.e., The Wall Street Journal and The New York Times). (d) The Company shall pay a one-time fee in the amount of $10,000 payable to Xxxxxxxxxx & Xxxxx LLP for the preparation of a “Blue Sky” survey. (e) It is understood and agreed that, except as provided for in this Section 6, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 6 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all accountable expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) actually incurred in connection herewith (less any advances previously paid).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Units which they are offering: : (i) An an underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised as set forth in the OfferingSection 1(a) and (c); and and (ii) the Corporate Finance Fee as set forth in Section 1(a) and (c), which shall be payable at the Closing. The Underwriters’ WarrantsCompany shall also issue the UPO at the Closing to the Representative or its designees. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with the FINRA’s review of the Offering via its Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Units for offering offer and sale under state or foreign securities or blue sky laws, including a one time payment of $5,000 to Underwriters’ Counsel at the Closing; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Units; (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities, if any; (ixx) the cost and charges of any transfer agent or and registrar and the Warrant Agent for the SecuritiesSecurities and of the Warrant Agent; (xxi) any reasonable documented expenses and fees reasonably incurred by Underwriters’ Counsel; and (xii) all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers obligations hereunder and directors by to the Offering which are not otherwise specifically provided for in this Section 5. (d) It is understood, however, that except as provided in this Section 5, and Sections 6, 7 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 5 or 11(b) hereof, or subsequent to a background search firm acceptable Material Adverse Change, the Company will pay up to $100,000 (less the $25,000 advance previously paid to the Representative; and), of all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) Business Days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $190,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay an underwriting discount of 3.7% as set forth in Section 1.1(a) and (c) to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal participation for a period of eighteen twenty four (1824) months from the date of commencement of sales of the Offering Closing Date to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent with at least 50% of the economics; for any and all future public and private equity, equity-linked or equity and debt (excluding commercial bank debt and credit facility) offerings undertaken generated by the Company or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 30 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue by survey undertaken by such counsel; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe NYSE Amex Equities; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers officers, directors, employees, and directors by a background search firm acceptable affiliates; and (xii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (e) In addition to the costs and expenses set forth in Section 6(c), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); and (ii) the cost of five (5) bound volumes of the Offering documents and eight (8) Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representative; and. (f) It is understood, however, that except as provided in this Section, and Sections 7, 8 and 12(d) hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 6, the Company will pay, up to $130,000 (which amount does not include any advances previously paid (the “Advances”)), all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110. In the event the Offering is completed, any Advances received by Maxim shall be reimbursed to the Company at the Closing to the extent such Advances are in excess of the expense reimbursement owed by the Company.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (biii) The Additionally, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner (or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 80% of the economics) for any and all future public and or private equity, equity-linked or debt offerings (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, its Subsidiary(ies), or any direct successor thereto. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within twenty (20) days after receipt of such written notice, then the Representative will have no claim or indirect subsidiary of the Companyright with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and EDXXX xnd filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable (subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors, up to $15,000 in the aggregate; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $125,000 in the aggregate.

Consideration; Payment of Expenses. (ai) In consideration As compensation for services rendered, and provided that any of the services Offered Securities are sold to be provided for hereunderthe Underwriters in the Offering, at the closing of the Offering, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchasedpurchased in the Offering) of the following compensation with respect to the Securities which they are offering: (i) An aggregate compensation: an underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Offering and the Underwriters’ Warrants. (bii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity or equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company, but excluding any private placement in which the Company does not use an underwriter or placement agent. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any direct such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or indirect subsidiary of the Companyright with respect to any such offering(s). (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees); (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities;; and (x10) subject to the following proviso and Section 4(l), the actual and reasonable out-of-pocket expenses incurred by the Underwriters in connection with the performance of their obligations under this Agreement (including the reasonable legal fees and expenses of the Underwriters’ legal counsel incurred in connection with the Offering contemplated hereby and including any reasonable fees or expenses incurred in accordance with Section 4(k)(iv)(6) above) and as allowed under FINRA Rule 5110, up to an aggregate of $100,000 (the “Underwriters’ Reimbursement”) less an amount equal to any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (the “Advanced Amounts”); provided, however, that except to the extent otherwise provided in conducting background checks Section 4(k) or Section 4(l) hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Underwriters, and further provided, that any portion of the Company’s officers and directors Advanced Amount not actually incurred by a background search firm acceptable the Underwriters shall be returned to the Representative; andCompany.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay the following compensation with respect to the Units which they are offering: An underwriting discount equal to an aggregate of eight percent (8%) of the aggregate gross proceeds raised in the Offering to the Underwriters or their respective designees their pro rata portion (based on the Securities purchasedUnits sold); and such number of Common Stock Purchase Warrants (the “Representatives’ Warrants”) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount Representatives or their permitted designees at the Closing to purchase, in the aggregate, shares of Common Stock equal to eight percent (8%) 2% of the aggregate gross proceeds raised number of Firm Shares sold in the Offering; and (ii) Offering and if the Over-Allotment Option is fully exercised, an additional 7,200 shares. The UnderwritersRepresentatives’ Warrants shall be in customary form reasonably acceptable to Representatives, have a term of 5 years from the Effective Date, an exercise price of 125% of the price of Units sold in the Offering and a lock-up period of 360-days from the issuance of the Representatives’ Warrants. (b) . The Company grants the Representative the right of first refusal Representatives’ Warrants shall not be transferable for a period of eighteen (18) six months from the date of commencement the Offering except as permitted by FINRA Rule 5110(g)(1). (i) the Underwriters shall be entitled to the fee under clause 6(a) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of sales any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom the Representatives had introduced to the Company in connection with the Offering, if such Tail Financing is consummated at any time within the 15-month period following the expiration or termination of this Agreement. At the request of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equityCompany, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken the Representatives will provide the Company with a list of investors so identified by the Company or any direct or indirect subsidiary Representatives on behalf of the Company. (ii) If within fifteen (15) months after (and conditional upon) the consummation of the Offering, the Company or any of its subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as the Company’s financial advisor(s) for any such transaction (each with a 50% right of participation/economics); or (ii) decides to finance or refinance any indebtedness using a manager or agent, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as joint book runners, co-lead managers, co-lead placement agents or co-lead agents with respect to such financing or refinancing (each with a 50% right of participation/economics); or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, the Representatives (or any affiliate designated by the Representatives) shall have the exclusive right to act as joint book runners, co-lead underwriters or co-lead placement agents for such financing (each with a 50% right of participation/economics). The Company shall provide the Representatives no less than ten (10) days’ notice of its election to engage in any such transactions, which notice shall contain a brief description of the proposed transaction. If neither the Representatives respond within such ten (10) day period, they shall be deemed to have rejected the right to participate in the subject transaction. If either Representatives or one of their affiliates decide to accept any such engagement, the Company shall enter into a customary engagement agreement related to such transaction with the Representatives, which agreement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, and shall stipulate that each of the Representatives (should both Representatives accept the engagement) shall have a 50% right of participation/economics. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the The Company hereby agrees to pay all costs costs, fees and expenses up to $60,000 incident to the OfferingOffering (“Non-Accountable Expenses”), including the following: (i) all expenses in connection with the preparationbut not limited to, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Units (“Road Show Expenses”it being agreed that the Company has previously advanced $50,000 to the Representatives);. (viie) any stock transfer taxes or other taxes incurred The Company hereby agrees to pay the legal fees of the Representatives, with a maximum of $100,000, as follows: (i) $30,000 upon signing of the engagement agreement with the Representatives which fee has been paid; (ii) an additional $25,000 upon effectiveness of the Registration Statement in connection with this Agreement or Offering; and (iii) any balance due as a result of the Underwriters legal fees and expenses at the Closing of the Offering;. If the Offering is abandoned or is terminated or expired, in accordance with the engagement agreement, the Representatives shall be entitled to up to an additional $25,000 in legal fees (legal counsel shall be required to submit an invoice of their legal fees to the Company). (viiif) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 12(d) hereof, the costs associated with book building, prospectus tracking and compliance software and the cost Underwriters will pay all of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable their own costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; andexpenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Shares which they are offering: (i) An underwriting discount equal to of eight percent (8%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ Representative's Warrants. (b) The Company grants the Representative the right of first refusal participation to act as lead underwriter or minimally as a co-manager for a period of eighteen fifteen (1815) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent Closing Date, for any and all future public and private equityequity and debt offerings, equity-linked or debt (excluding commercial ordinary course of business financings such as bank debt lines of credit, accounts receivable, factoring and credit facility) offerings undertaken financing generated by the Company or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: : (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to eight of ___ percent (8__%) of the aggregate gross proceeds raised in the Offering); and (ii) a non-accountable expense allowance equal to ___ percent (__%) of the gross proceeds of the Offering. The Underwriters’ WarrantsCompany has heretofore paid a $75,000 advance to the Representatives, which shall be applied against the non-accountable expense allowance. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering and the cost of five (5) bound volumes of such documents for the Representatives; (iv) all reasonable expenses in connection with the qualifications qualification of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey undertaken by such counsel; (v) the filing fees incident to, and the fees and disbursements of Underwriters’ Counsel in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Securities Shares on a national securities exchangethe Nasdaq National Stock Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the SecuritiesShares; (ixx) the cost and charges of any transfer agent or registrar for the Securities;Shares; and (xxi) any reasonable all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers and directors by a background search firm acceptable Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the Representativecosts and expenses set forth in Section 6(c), the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representatives’ choice (i.e., The Wall Street Journal and The New York Times); and(ii) the cost of five (5) bound volumes of the Offering documents and eight (8) Offering commemorative lucite (or other reasonable form) memorabilia, both to be supplied to the Representatives.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount A cash fee payable at Closing equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus Supplement are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the followingperformance of its obligations hereunder: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Base Prospectus and the Prospectus Supplement and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus Supplement with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all fees, disbursements and expenses of the Underwriters’ counsel in connection with the registration of the Securities under the Securities Act and the Offering, up to a maximum of $50,000; (vi) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (vvii) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (viviii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates certificates, if any, representing the Securities; (ixxi) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities;; and (xxii) any reasonable all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (d) In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times). (e) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company’s officers and directors by a background search firm acceptable to the Representative; andCompany shall not exceed $50,000.

Consideration; Payment of Expenses. (a) 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; and; (ii) The Underwriters’ Warrantsa non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the Underwriter; (iii) an accountable expense allowance of up to $200,000. $100,000 has been paid to the Underwriter as a cash advance upon signing of the engagement agreement; (iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and. (bv) The the Company grants shall grant to the Representative Underwriter or its designated affiliates share purchase warrants (the right “Underwriter’s Warrants”) covering a number of first refusal shares equal to five percent (5.0%) of the total number of Public Securities sold in this offering. 3.9.2 In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for a period of eighteen (18) months from 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Date, subject to act certain exceptions as lead managing underwriter set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and book runner thirty percent (130%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as coto all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise if there is no effective registration statement registering the issuance of the shares underlying the Underwriters’ Warrants and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-lead manager year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends and co-book runner and/or co-lead placement splits and recapitalizations to prevent dilution. 3.9.3 The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives. The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering. 3.9.4 It is understood, however, that except as provided in this Section 3, and Sections 5, 8.3 and 8.4 hereof, the Underwriter will pay all future of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing the Registration Statement with the SEC, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing of the public offering. All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and private equitydisbursements of Underwriter’s counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken the aggregate amount of such expenses to be reimbursed by the Company or any direct or indirect subsidiary shall not exceed $200,000, including the Advances. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the CompanyAdvances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A). (c) 3.9.5 The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offeringpurchase from the Company in this Offering: (i) An an underwriting discount equal to eight seven and one-half percent (87.5%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to $150,000, of which $100,000 has already been paid to the Underwriter as an advance against accountable expenses; and (iiiv) The Underwriters’ the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven and half percent (7.5%) of the total number of Firm and Option Shares sold in this offering. (b) The Company grants In compliance with FINRA Rule 5110(e)(1), the Representative Underwriter’s Warrants and the right of first refusal underlying securities will be locked up for a period of eighteen (18) months from one year beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to act as lead managing underwriter one hundred and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt thirty percent (excluding commercial bank debt and credit facility130%) offerings undertaken by the Company or any direct or indirect subsidiary of the public offering price of the underlying Class A Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Class A Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of one year beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Class A Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of three (3) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Class A Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the UnderwritersUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xii) the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Shares which they are offering: (i) An underwriting discount equal to of eight percent (8%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ Representative's Warrants. (b) The Company grants the Representative the right of first refusal participation to act as lead underwriter or placement agent for a period of eighteen twenty-four (1824) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent Closing Date, for any and all future public and private equityequity and debt offerings, equity-linked or debt (excluding commercial ordinary course of business financings such as bank debt lines of credit, accounts receivable, factoring and credit facility) offerings undertaken financing generated by the Company or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue by survey undertaken by such counsel; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe NYSE Amex; (vivii) all reasonable travel up to $25,000 to cover Maxim’s actual “road show” expenses of for the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Offering (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixx) up to $75,000 towards the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs and expenses incurred the cost of (a) two (2) “tombstone” advertisements to be placed in conducting background checks appropriate daily or weekly periodicals of the CompanyRepresentative’s officers choice (i.e., The Wall Street Journal and directors by a background search firm acceptable to The New York Times); and (b) as many bound volumes of the Representative; andOffering documents and commemorative lucite (or other reasonable form) memorabilia as the Representative may reasonably request;

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Firm Shares which they are offering: (i) An underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ WarrantsA non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering (exclusive of any proceeds from the sale of the Option Shares). (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchangeNYSE; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs cost and expenses incurred in conducting satisfactory due diligence investigation, background checks and analysis of the Company’s officers officers, directors, employees, and directors affiliates; and (xi) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the costs and expenses set forth in Section 6(d), the Company will be responsible for the cost of bound volumes of the Offering documents and commemorative lucite memorabilia, both as may be reasonably requested by a background search firm acceptable the Representatives. (e) It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated prior to the consummation of the Offering, the Company will pay all accountable out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110, up to $250,000 (the “Expense Cap”), provided that such amount shall be reduced by any deposit previously paid to the Representative; and. The cost of background checks is not subject to the Expense Cap and must be paid by the Company even if the payment of such fees would exceed the Expense Cap. (f) If the Company determines not to proceed with the Offering for any reason other than the inability of the Underwriters to consummate the Offering on the terms contained in this Agreement, the Company will, within two weeks of its determination not to proceed with the Offering, pay Broadband $500,000. The payment of amounts under this section does not limit any claim for damages that the Underwriters may have under the terms of this Agreement.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their its respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Shares which they are offering: (i) An underwriting discount a commission equal to eight percent (8%) of the aggregate gross proceeds raised received by the Company from the sale of the Shares in the Offeringoffering; (ii) a non-accountable expense allowance of 2% at the Closing Date; and (iiiii) The Underwriters’ Warrantsan accountable expense allowance of up to $150,000, of which $65,000 has already been paid to the Underwriter as an advance against accountable expenses. For the avoidance of doubt, such accountable expenses shall include the costs of any “due diligence” meetings; all filing fees (DTC and SEC) and communication expenses relating to the registration of the Shares; all application fees and fees and expenses of counsel for the Underwriter incurred in connection with any filing with, and clearance of the offering by, FINRA. Notwithstanding the foregoing, any advance received by the Underwriter will be returned to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). (biv) the Company shall grant to the Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to eight percent (8%) of the total number of Shares, substantially in the form and content attached hereto as Exhibit G. The Company grants Underwriter’s Warrants will be exercisable from the Representative Closing Date of the right of first refusal for a period of eighteen Offering will expire five (185) months years from the date of commencement of sales of the Offering Offering. The Underwriter’s Warrants will be exercisable at a price equal to act as lead managing underwriter one hundred and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt ten percent (excluding commercial bank debt and credit facility110%) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves public offering price of the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses underlying Common Stock in connection with the preparationOffering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Common Stock underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants shall not be sold during the Offering, printingor sold, formatting for XXXXX and filing transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Registration Statementsecurities by any person for a period of 180 days immediately following the date of effectiveness, except that they may be transferred to any Preliminary Prospectus member participating in the Offering and the Prospectus and any and officers or partners thereof, if all amendments and supplements thereto and the mailing and delivering of copies thereof securities so transferred remain subject to the Underwriters lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise its warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Underwriter shall have the option to exercise, transferred or assign its warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Common Stock, will provide for cashless exercise and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s counsel expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and accountants in connection with unlimited “piggyback” registration rights for a period of five (5) years after the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of Effective Date at the Company’s officersexpense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes merger or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable structural transaction to the Representative; andprevent dilution.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Units which they are offering: : (i) An an underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised as set forth in the OfferingSection 1(a) and (c); and and (ii) the Corporate Finance Fee as set forth in Section 1(a) and (c), which shall be payable at the Closing. The Underwriters’ WarrantsCompany shall also issue the Representative Warrant at the Closing to the Representative or its designees. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with the FINRA’s review of the Offering via its Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Units for offering offer and sale under state or foreign securities or blue sky laws, including a one time payment of $5,000 to Underwriters’ Counsel at the Closing; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Units; (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities, if any; (ixx) the cost and charges of any transfer agent or and registrar and the Warrant Agent for the SecuritiesSecurities and of the Warrant Agent; (xxi) any reasonable documented expenses and fees reasonably incurred by Underwriters’ Counsel; and (xii) all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers obligations hereunder and directors by to the Offering which are not otherwise specifically provided for in this Section 5. (d) It is understood, however, that except as provided in this Section 5, and Sections 6, 7 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event the Offering is successfully completed, the Company will pay up to a background search firm acceptable maximum of $125,000 (less the $50,000 advance previously paid to the Representative; and) and in the event that this Agreement is terminated pursuant to Section 5 or 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay up to $100,000 (less the $50,000 advance previously paid to the Representative), of all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110(f).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead sole managing underwriter and book runner or as co-lead manager and co-sole book runner and/or co-lead sole placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); and (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such Underwriters’ counsel’s fees and expenses that are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $200,000 in the aggregate in the event of a background search firm acceptable to Closing of the Representative; andOffering.

Consideration; Payment of Expenses. (ai) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An its designee an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds raised in the Offering; andoffering. (ii) The Underwriters’ Warrants[RESERVED]. (biii) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter's aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Underwriter and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System;; ​ ​ ​ (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, independent public accountants and accountants other Company’s agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if and only if such registration is required by applicable laws; (v5) all fees and expenses in connection with listing the Securities on a national securities exchangethe NASDAQ Capital Market; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters Underwriter incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringissuance and delivery of the Securities by the Company to the Underwriter; (viii) 8) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing preparing, printing and delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter; and (11) subject to the following proviso, other costs (including Underwriter's Counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses that are incurred by the Underwriter shall not exceed $125,000 in the aggregate, including the $25,000 advance previously paid by the Company to the Underwriter.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and; (ii) The Underwriters’ Warrants.; and (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $150,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An shall receive an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds raised in the Offering; andoffering. (i) A warrant solicitation fee of two and a half percent (2.5%) of the gross cash proceeds received by the Company from time to time in connection with the exercise of any Warrant in compliance with FINRA Rule 5110(f)(2)(J), payable within three (3) business days of receipt by the Company of any proceeds from the exercise of such Warrant. (ii) The Underwriters’ Warrants. (b) The Provided that aggregate net proceeds actually received by the Company on the Closing Date from the sale of Units is at least $8.0 million, the Company grants the Representative the right of first refusal for a period of eighteen nine (189) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future underwritten public and private equity, equity-linked equity or convertible debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company in the United States. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or right with respect to any direct or indirect subsidiary of the Companysuch offering. (ciii) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (div) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offeringoffering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and up to $5,000 in fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by the Underwriters shall not exceed $60,000 in conducting background checks of the Company’s officers and directors aggregate, which amount includes the $30,000 advance previously paid by a background search firm acceptable the Company to the Representative; and, and Maxim shall return any portion of advances not applied to actual out-of-pocket expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount A cash fee payable at Closing equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering, of which seven percent (7%) shall be allocated as gross commission and one percent (1%) shall be allocated as a corporate finance fee; and (ii) The Underwriters’ Representative’s Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of the Offering Effective Date to act as lead managing underwriter and book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 20.0% of the economics for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company or any direct Subsidiaries. The Company shall provide written notice to the Representative with terms of such offering and if the Representative fails to accept in writing any such proposal for such public or indirect subsidiary private sale within fifteen (15) days after receipt of a written notice from the CompanyCompany containing such proposal, then the Representative will have no claim or right with respect to any such sale contained in any such notice. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and its expenses incident to the Offering, including the followingperformance of its obligations hereunder including: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable fees, disbursements and expenses in connection with the qualifications registration or qualification of the Securities for offering and sale under state or foreign securities or blue sky lawslaws as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Representative’s counsel, it being agreed that such fees and expenses of “blue sky” counsel will be limited to $10,000); (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangeThe NASDAQ Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates preparing, printing and delivering certificates, if any, representing the Securities; (ixx) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xxi) any reasonable costs all fees, disbursements and expenses incurred in conducting relating to the background checks of the Company’s officers and directors by a background search directors, not to exceed $3,000 per individual; (xii) costs and expenses of the public relations firm acceptable referenced in Section 4(n) above; and (xiii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (e) In addition to the costs and expenses set forth in Section 5(d) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); andand (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia and bound books to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request. For purpose of clarity, the maximum aggregate amount of expenses to be reimbursed by the Company to Maxim shall not exceed $125,000, which sum the $60,000 advances against such expenses. (f) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including, but not limited to, fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $125,000, of which $60,000 has been received as advances prior to the date of the Agreement2.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Firm Shares which they are offering: (i) An underwriting discount equal to eight of seven percent (87%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ WarrantsAn non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales In consideration of the Offering services to act be provided for hereunder, the Selling Stockholder shall pay to the Underwriters or their respective designees their portion, as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken determined by the Company or any direct or indirect subsidiary Representatives, of an underwriting discount of seven percent (7%) with respect to the Company.Option Shares: (c) The Representative reserves Representatives reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to eight of ____ percent (8___.0%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ Warrantsa non-accountable expense allowance equal to ____ percent (___.0%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $75,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ ' aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX "edgarization" and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iviii) all reasonable expenses the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the qualifications Offering, the cost of eight (8) bound volumes of such documents for the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software Representative and the cost of preparing certificates representing the Securitieseight (8) lucite deal cubes; (ixiv) the cost and charges of any transfer agent two (2) "tombstone" advertisements to be placed in appropriate daily or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks weekly periodicals of the Company’s officers Representative's choice (i.e., The Wall Street Journal and directors by a background search firm acceptable The New York Times) up to the Representative$40,000; andMaxim Group LLC ______________, 2006 Page 27 of 39

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Offered Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right to participate as an investment banker, joint book-runner and/or joint placement agent, for every future public and private equity and/or debt offering (excluding commercial debt), including all equity linked financings undertaken by the Company, or any successor to or any subsidiary of first refusal the Company, for a period of eighteen twelve (1812) months from the date Closing Date, on the terms customary to the Representative. The Company shall provide written notice to the Representative with the terms of commencement such offering and if the Representative fails to accept in writing any such proposal within ten (10) Business Days after receipt of sales of such written notice, then the Offering Representative will have no claim or right with respect to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Companysuch offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $190,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds (inclusive of the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors that are introduced by the Underwriters; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to US$150,000, of which US$55,000 has already been paid to the Representative as an advance against the accountable expense; and (iiiv) The Underwriters’ Warrants. (b) The Company grants an advisory fee of $70,000, of which $30,000 has already been paid to the Representative, and the remaining $40,000 will be paid to the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary within 3 business days upon listing of the Company. (b) [intentionally omitted]. (c) The Representative Underwriters reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection Offering and with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if necessary; (iv) all reasonable fees associated with translation services (if necessary); (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel fees and expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)pre-approved due diligence work in legal, finance, and business; (vii) any stock transfer taxes or other taxes all the road show expenses incurred in connection with this Agreement or by the Offering;Company; and (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities;. (xe) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid (the “Advances”), any unreimbursed expenses that have accrued as of such date. All documented out-of-pocket expenses and advisory fee of the Underwriters (including but not limited to fees and disbursements of Representative’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses and fees to be reimbursed by the Company shall not exceed US$150,000, including the Advances. To the extent that the Underwriters’ documented out-of-pocket expenses and advisory fee are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and directors by a background search firm acceptable to the Representative; and5110(g)(4)(B).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; and (iiiii) The an accountable expense allowance of up to US$230,000, including, among other things, all reasonable fees and expenses of the Underwriters’ Warrantsoutside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request; and expenses related to book building, prospectus tracking, and compliance software services. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated consummated, or this Agreement is terminated, the Company hereby agrees to pay all bear the following costs and expenses incident to the Offering, including and the followingUnderwriters shall not receive any such payment, directly or indirectly, as compensation to this Offering: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;; and (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed US$230,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering; and (iiiv) The an accountable expense allowance of up to $151,600, including, among other things, all reasonable fees and expenses of the Underwriters’ Warrantsoutside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request; and expenses related to book building, prospectus tracking, and compliance software services. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated consummated, or this Agreement is terminated, the Company hereby agrees to pay all bear the following costs and expenses incident to the Offering, including and the followingUnderwriters shall not receive any such payment, directly or indirectly, as compensation to this Offering: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities;; and (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $151,600, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount of eight and one-half percent (8.5%) of the aggregate gross proceeds raised in the Offering; (ii) A corporate finance fee equal to eight one percent (81%) of the aggregate gross proceeds raised in the Offering; and (iiiii) The Underwriters’ Warrants. Notwithstanding the foregoing, the aggregate amount of $20,000 in Advances previously paid by the Company to the Representative shall be applied towards the expenses set forth in Section 5(d)(xi); provided that the Representative will reimburse the Company for any remaining portion of the Advance to the extent amounts of the Advance were not used for out-of-pocket accountable expenses actually incurred by the Representative in this Offering. (b) The Company grants the Representative and Aegis Capital Corp. (“Aegis”), severally and jointly, the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of the Offering Closing Date to act as lead managing underwriter underwriter(s) and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent runner(s) for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct successor or indirect subsidiary of the Company. The Company or any successor to or any subsidiary of the Company shall provide written notice to the Representative and Aegis with the terms of such offering and if the Representative and/or Aegis fail to accept in writing any such proposal within ten (10) days after receipt of such written notice, then the Representative and/or Aegis, as applicable, will have no claim or right with respect to any such offering. Any economics in connection with any such offering accepted by the Representative and/or Aegis that will be split with any additional agent(s) or underwriter(s) will be determined by the Representative and/or Aegis, as applicable, in their sole respective discretion or as mutually agreed upon among themselves, as applicable. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether Subject to Section 5(e) below, whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including including, without limitation, the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, it being agreed that (A) if the Offering is commenced on either the NASDAQ Global Market or, if necessary, the NASDAQ Capital Market, NYSE MKT or the NYSE, the Company shall make a one-time payment of $5,000 to such counsel at the Closing; or (B) if the Offering is commenced on the NASDAQ Capital Market, the Company shall make a one-time payment on the Closing Date, of $10,000 to such counsel and a payment covering all filing fees upon the commencement of “blue sky” work by such counsel; (v) all fees and expenses in connection with listing the Securities its Common Stock on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other reasonable expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”), provided, however, that the Underwriters shall not incur any Road Show Expenses on a one time basis in excess of $15,000 (excluding legal expenses) or $50,000 in the aggregate; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses expenses, in an amount not to exceed $3,000 in the aggregate, incurred in conducting background checks of the Company’s officers and directors senior management by a background search firm acceptable to the Representative; (xi) Underwriters’ Counsel’s fees and expenses up to $100,000 ($75,000 if the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are not consummated) in the aggregate, including the $20,000 Advances previously paid by the Company to the Representative; and (xii) all other costs, fees and expenses incident to the Offering that are not otherwise specifically provided for in this Section 5. (e) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid by the Company to the Representative against the Representative’s out-of-pocket expenses actually anticipated to be incurred, which the Company and the Representative acknowledge are in the aggregate amount of $20,000 (the “Advances”), all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and, in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $125,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount A cash fee payable at Closing equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether Subject to Section 5(e) below and the aggregate limit on all expenses (including but not limited to any non-accountable expense reimbursement and the fees and expenses of Underwriters’ counsel, except for reimbursement of “blue sky” fees) to be reimbursed hereunder of $100,000, whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the followingincluding: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates certificates, if any, representing the Securities; (ixx) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xxi) any a non-accountable expense reimbursement up to $100,000 for reasonable costs expenses and expenses fees incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and (xii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided that no payment of commissions or reimbursement of expenses directly or indirectly to the Representative and related persons shall be made by the Company prior to commencement of the Offering, except a reasonable advance of $25,000 against out-of-pocket accountable expenses actually anticipated to be incurred by the Representative and related persons (which advance shall be reimbursed to the Company to the extent not actually incurred) may be so made. (d) In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for the cost of bound volumes (or CDs in lieu thereof) of the Offering documents, in such quantity as the Representative may reasonably request, and the Representative will be responsible for the cost of Offering commemorative lucite (or other reasonable form) memorabilia, in such quantity as the Company may reasonably request; and (e) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $100,000.

Consideration; Payment of Expenses. (a) In consideration of the services provided by the Underwriter pursuant to be provided for hereunderin this Agreement, the Company shall pay afford to the Underwriters Underwriter or their its respective designees designees, if any, their pro rata portion (based on the Securities purchasedof Firm Shares purchased in this Offering) of the following their compensation with respect to the Securities which they are offering: as follows: (ia) An an underwriting discount equal to eight six percent (86%) of the aggregate gross proceeds raised of the securities being offered and sold to investors introduced by the Underwriter, and a gross discount equal to 3% of gross proceeds (or in cash in the Offeringequivalent amount) of the securities being offered and sold to investors introduced by the Company (each, an “Underwriting Discount”); and (ii) The Underwriters’ Warrants. (b) The Company grants a non-accountable expense allowance of one percent (1%) of the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales gross proceeds of the Offering to act as lead managing underwriter and book runner or as co(the “Non-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. Accountable Expense Allowance”); (c) The Representative an accountable expense allowance of up to US$250,000, including but not limited to reasonable and documented travel, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with the Underwriter’s services for the purpose of the Offering, regardless of whether the Offering is successfully closed or not; (d) the Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. ; (de) Whether whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs the Underwriter the following reasonable, necessary and expenses incident to the Offering, including the following: accountable out-of-pocket expenses: (i) all expenses in connection the costs of preparing, printing and filing the registration statement with the preparationCommission, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto thereto, and post-effective amendments, filing with FINRA and payment of all necessary fees in connection therewith and the mailing printing of a sufficient quantity of preliminary and delivering of copies thereof to final prospectuses as the Underwriters and dealers; Underwriter may reasonably request; (ii) all fees the costs of preparing, printing and expenses delivering exhibits to the documents set forth in connection with filings with FINRA’s Public Offering System; clause (i) of this Section 3.6, in such quantities as the Underwriter may reasonably request; (iii) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of foreign jurisdictions designated by the Underwriter; (iv) fees of counsel and expenses of accountants for the Company, including fees associated with any blue sky filings where applicable; (v) fees associated with the Company’s counsel transfer agent; and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses fees, if necessary, associated with translation services. The Underwriter may, upon presentation of relevant supporting documents (e.g. invoices and receipts), deduct from the net proceeds of the Company’s officers, directors and employees and any other expense of Offering payable to the Company or on the Underwriters incurred Closing Date the expenses set forth in connection with attending or hosting meetings with prospective purchasers of this Section 3.6 to be paid by the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable Company to the Representative; andUnderwriter.

Consideration; Payment of Expenses. (a) 3.9.1 In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; and; (ii) The Underwriters’ Warrantsa non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering to the Underwriter; (iii) an accountable expense allowance of up to $200,000. $100,000 has been paid to the Underwriter as a cash advance upon signing of the engagement agreement; (iv) $50,000 upon public filing of the Registration Statement with the Securities and Exchange Commission and $50,000 upon closing of the public offering; and. (bv) The the Company grants shall grant to the Representative Underwriter or its designated affiliates share purchase warrants (the right “Underwriter’s Warrants”) covering a number of first refusal shares equal to five percent (5.0%) of the total number of Public Securities sold in this offering. 3.9.2 In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for a period of eighteen (18) months from 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Closing Date, subject to act certain exceptions as lead managing underwriter set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and book runner thirty percent (130%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. However, the Underwriter’s Warrants will not be registered more than five years from the commencement of sales of the public offering pursuant to FINRA Rule 5110(g)(8)(C). The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they may be transferred to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Ordinary Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised as coto all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense, and unlimited “piggyback” registration rights at the Company’s expense, will be exercisable at any time in whole or in part, during the four and a half-lead manager year period commencing six (6) months from the effective date of the Offering, in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants will not be exercisable or convertible more than five years from the commencement of sales of the public offering pursuant to 5110(g)(8)(A). The Underwriter’s Warrants shall further provide for customary adjustment provisions for stock dividends and co-book runner and/or co-lead placement splits and recapitalizations to prevent dilution. 3.9.3 The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives. The Company hereby agrees to pay on each of the Closing Dates and the Option Closing Dates, if any, to the extent not paid at the Closing Date, to the Underwriter, from the gross proceeds of the Offering, for accountable legal expenses incurred by the Underwriter in connection with the transaction in the aggregate amount of $200,000 as well as non-accountable expenses (the “NAE”) including, but not limited to, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Underwriter in connection with the transaction, (provided, however, that such reimbursement amount shall in no way limit or impair the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be 1.0% of the gross proceeds raised in the Offering. 3.9.4 It is understood, however, that except as provided in this Section 3, and Sections 5, 8.3 and 8.4 hereof, the Underwriter will pay all future of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 8 hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”). Upon filing the Registration Statement with the SEC, the Company shall pay the Underwriter $50,000, and an additional $50,000 upon closing of the public offering. All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and private equitydisbursements of Underwriter’s counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken the aggregate amount of such expenses to be reimbursed by the Company or any direct or indirect subsidiary shall not exceed $200,000, including the Advances. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the CompanyAdvances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A). (c) 3.9.5 The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ Underwriter’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering less an amount equal to the Advance plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity or equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company, but excluding any private placement in which the Company does not use an underwriter or placement agent. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any direct such proposal within ten (10) days after receipt of such written notice, then the Representative will have no claim or indirect subsidiary of the Companyright with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; anddirectors;

Consideration; Payment of Expenses. (a) In addition to selling the Shares to the Underwriters at the price per Share set forth in Section 2(a) hereof, in consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Representative or their its respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount a non-accountable expense allowance equal to eight two percent (82.0%) of the aggregate gross proceeds raised in of the Offering; and Offering (ii) The Underwriters’ Warrantsexclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares and the Representative Warrant Shares under the Securities Act and the Offering; (iviii) all reasonable expenses the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the qualifications Offering, and, upon Closing, the cost of eight (8) bound volumes of such documents for the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software Representative and the cost of preparing certificates representing the Securities; eight (ix8) lucite deal cubes; (iv) upon Closing, the cost and charges of any transfer agent two (2) “tombstone” advertisements to be placed in appropriate daily or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks weekly periodicals of the CompanyRepresentative’s officers choice (i.e., The Wall Street Journal and directors by a background search firm acceptable The New York Times) up to the Representative; and$25,000;

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount offering a cash fee payable at Closing equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the Time of Sale Disclosure Package and the Final Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including performance of the followingCompany’s obligations hereunder: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary the Base Prospectus and the Final Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Final Prospectus with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe NYSE MKT; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates certificates, if any, representing the Securities; (ixx) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities;; and (xxi) any reasonable all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (d) In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times), if the Company elects in its sole discretion to place such advertisements. (e) Subject to compliance with FINRA Rule 5110, the Company agrees to reimburse the Representative all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, such reimbursement not to exceed $100,000 in the aggregate. It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company’s officers and directors by a background search firm acceptable to the Representative; andCompany shall not exceed $25,000.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Offered Securities purchased) of the following aggregate compensation with respect to the Offered Securities which they are offering:offering plus any other funds remitted by the Company to pay costs and expenses that are incurred by the Underwriters (including Underwriters’ counsel’s fees and expenses) (“Additional Advanced Amounts”). (i) An underwriting discount equal to eight seven and one half percent (87.5%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants.; and (biii) The If the Closing occurs, the Company grants the Representative the right of first refusal for a period of eighteen (18) 18 months from the date of commencement of sales of the Offering Closing Date to act as lead sole managing underwriter and sole book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and or private equity, equity-linked or debt (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, or any direct successor to or indirect any subsidiary of the Company.. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within ten business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). The Company shall not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which it offers to retain Maxim; and (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws;laws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel), (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 4(k); provided, however, that all such costs and expenses (including Underwriters’ counsel’s reasonable and documented fees and expenses) that are incurred by the Underwriters shall not exceed $125,000 in conducting the aggregate in the event the Offering is consummated and shall not exceed $50,000 in the event that the Offering is not consummated and, in each event, less the $50,000 advance previously paid by the Company; and (11) costs relating to background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; anddirectors.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An an underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and; (ii) The a non-accountable expense allowance of one and fifty hundredths percent (1.5%) of the gross proceeds of the Offering; (iii) an advisory fee of $[●]; (iv) an accountable expense allowance of up to $[●], including, among other things, all reasonable fees and expenses of the Underwriters’ Warrants.outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request; and (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities;. (xd) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $170,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether [Reserved.] (c) Subject to Section 11(d), whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus Prospectus, General Disclosure Package and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of a sufficient quantity of copies thereof to the Underwriters and dealersdealers as the Representative may reasonably request; (ii) all fees and expenses in connection with filings with FINRA’s the filing on the FINRA Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Public Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Public Securities for offering and sale under state or foreign securities or blue sky laws; (v) all , including the fees and expenses disbursements of counsel for the Underwriters in connection with listing the Securities on a national securities exchangesuch qualification and in connection with any blue sky survey undertaken by such counsel; (vi) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable all other costs and expenses incurred in conducting background checks incident to the performance of the Company’s officers and directors by a background search firm acceptable to the RepresentativeCompany obligations hereunder which are not otherwise specifically provided for in this Section 5; and (xi) up to an aggregate of $[100,000] for out-of-pocket expenses incurred by the Underwriters in connection with the Offering, including the cost of counsel for the Underwriters, and including the reasonable fees and disbursements of counsel for the Underwriters in connection with the filing on the FINRA Public Offering System.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dii) If the Closing occurs, the Company grants the Representative the right of first refusal for a period of six (6) months from the date of commencement of sales pursuant to the Prospectus to act as underwriter and book runner and/or placement agent, with the right to receive at least 50% of the economics related to such future financing, for any and all future public or private equity or equity-linked offerings and public debt offerings undertaken by the Company, excluding any offering or offerings of Securities sold only to the persons or entities listed on Addendum B to that certain engagement letter between the Representative and the Company, dated January 29, 2021. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within five (5) business days after receipt of such written notice, then the Representative will have no claim or right with respect to any such offering(s). (iii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities;; and (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; and.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities Firm Shares which they are offering: (i) An underwriting discount equal to eight of six percent (86%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ WarrantsA non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the sale of the Firm Shares. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative Xxxxxx reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) the fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities Shares for offering and sale under state or foreign securities or blue sky laws; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangeNASDAQ; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities Shares (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing stock certificates representing the Securities; (ixx) the cost and charges of any transfer agent or registrar for the Securities; (xxi) any reasonable costs cost and expenses incurred in conducting background checks satisfactory due diligence investigation and analysis of the Company’s officers officers, directors, employees, and directors by a background affiliates (including the cost and expenses of an investigative search firm), in an amount not to exceed $5,000 per individual; (xii) the costs and expenses of the financial public relations firm acceptable referred to in Section 5(l) hereof; and (xiii) all other costs and expenses incident to the Representativeperformance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 6. (d) In addition to the costs and expenses set forth in Section 6(c), the Company will be responsible for the cost of electronic copies of the Offering documents on compact disk and commemorative lucite memorabilia, both as may be reasonably requested by Xxxxxx. (e) Xxxxxx may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to Xxxxxx as disclosed to and agreed by the Company. (f) It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated for Good Reason (as hereinafter defined), or subsequent to a Material Adverse Change, the Company will pay all accountable out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110, up to a maximum of $50,000 (less any monies previously paid by the Company to Xxxxxx); andprovided, however, that in the event that this Agreement is terminated by the Company as a result of the gross negligence of Xxxxxx, then no such expenses shall be reimbursed. As used herein, the term “Good Reason” shall have the meaning given to such term in the Letter Agreement, dated July 10, 2009, between the Company and Xxxxxx (the “Engagement Letter”).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they are offeringpurchased from the Company in this Offering: (i) An an underwriting discount equal to eight seven percent (87.0%) of the aggregate gross proceeds (inclusive of the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors that are introduced by the Underwriters; (ii) a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering; (iii) an accountable expense allowance of up to US$150,000, of which US$55,000 has already been paid to the Representative as an advance against the accountable expense; and (iiiv) The Underwriters’ Warrants. (b) The Company grants an advisory fee of $70,000, of which $30,000 has already been paid to the Representative, and the remaining $40,000 will be paid to the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary within 3 business days upon listing of the Company. (b) [intentionally omitted]. (c) The Representative Underwriters reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EDGAR and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection Offering and with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws, if necessary; (iv) all reasonable fees associated with translation services (if necessary); (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel fees and expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)pre-approved due diligence work in legal, finance, and business; (vii) any stock transfer taxes or other taxes all the road show expenses incurred in connection with this Agreement or by the Offering;Company; and (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities;. (xe) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid (the “Advances”), any unreimbursed expenses that have accrued as of such date. All documented out-of-pocket expenses and advisory fee of the Underwriters (including but not limited to fees and disbursements of Representative’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses and fees to be reimbursed by the Company shall not exceed US$150,000, including the Advances. To the extent that the Underwriters’ documented out-of-pocket expenses and advisory fee are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A) and directors by a background search firm acceptable to the Representative; and5110(g)(4)(B).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount A cash fee payable at Closing equal to eight percent (8%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the followingperformance of its obligations hereunder: (i) all expenses in connection with the preparation, printing, formatting for XXXXX EXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (ivv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (vvi) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (vivii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (viiviii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viiiix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates certificates, if any, representing the Securities; (ixx) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xxi) any an expense reimbursement up to $[150,000] for reasonable out of pocket expenses and fees actually incurred by the Representative, including fees and disbursement of its counsel (of which $30,000 has been advanced to the Representative by the Company); and (xii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5. (d) In addition to the costs and expenses set forth in Section 5(c) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); and (ii) the cost of leather bound volumes of the Offering documents and Offering commemorative lucite (or other reasonable form) memorabilia and bound books to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request; provided that such expenses in clause (ii) will be included in the amount set forth in clause (xi) above. (e) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company’s officers and directors by a background search firm acceptable to the Representative; andCompany shall not exceed $100,000.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities which they are offeringcompensation: (i) An underwriting discount equal to eight of seven percent (87.0%) of the aggregate gross proceeds raised in the Offering); and (ii) The Underwriters’ Warrantsa non-accountable expense allowance equal to two percent (2.0%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $30,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares under the Securities Act and the Offering; (iviii) all reasonable fees, expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting disbursements relating to background checks of the Company’s officers and directors by a background search firm acceptable directors; (iv) the cost of producing this Agreement, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; Maxim Group LLC , 2007 Page 26 of 41 (v) the costs of the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(h), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification (such fees not to exceed $5,000 in the aggregate) and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (vi) the costs of all mailing and printing of the underwriting documents (including the Underwriting Agreement, any Blue Sky memoranda and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (vii) the cost of supplying to the Representative and Underwriter’s Counsel a reasonable number of bound volumes for of the public offering materials within a reasonable time after the Closing; (viii) the cost, not to exceed $3,000, of a reasonable number of Lucite deal cubes; (ix) the cost, not to exceed $23,000, of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative; and’s choice (e.g., The Wall Street Journal and The New York Times);

Consideration; Payment of Expenses. (a) In addition to selling the Shares to the Underwriters at the price per Share set forth in Section 2(a) hereof, in consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Representative or their its respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount a non-accountable expense allowance equal to eight two percent (82.0%) of the aggregate gross proceeds raised in of the Offering; and Offering (ii) The Underwriters’ Warrantsexclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Company grants the Representative the right of first refusal for a period of eighteen (18) months from the date of commencement of sales of the Offering to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Company. (c) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA the NASD to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules NASD rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offeringperformance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, formatting for XXXXX “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities Shares and the Representative Warrant Shares under the Securities Act and the Offering; (iviii) all reasonable expenses the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the qualifications Offering, and, upon Closing, the cost of eight (8) bound volumes of such documents for the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software Representative and the cost of preparing certificates representing the Securitieseight (8) lucite deal cubes; (ixiv) upon Closing, the cost and charges of any transfer agent two (2) “tombstone” advertisements to be placed in appropriate daily or registrar for the Securities; (x) any reasonable costs and expenses incurred in conducting background checks weekly periodicals of the CompanyRepresentative’s officers choice (i.e., The Wall Street Journal and directors by a background search firm acceptable The New York Times) up to the Representative; and$25,000;

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering: (i) An underwriting discount equal to eight seven percent (87%) of the aggregate gross proceeds raised in the Offering; and (ii) The Underwriters’ Representative’s Warrants. (biii) The Additionally, the Company grants the Representative the right of first refusal for a period of eighteen twelve (1812) months from the date of commencement of sales of pursuant to the Offering Prospectus to act as lead managing underwriter and sole book runner (or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 80% of the economics) for any and all future public and or private equity, equity-linked or debt offerings (excluding commercial bank debt and credit facilitydebt) offerings undertaken by the Company Company, its Subsidiary(ies), or any direct successor thereto. The Company shall provide written notice to the Representative with the terms of such offering and if the Representative fails to accept in writing any such proposal within twenty (20) days after receipt of such written notice, then the Representative will have no claim or indirect subsidiary of the Companyright with respect to any such offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable (subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors, up to $15,000 in the aggregate; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $50,000 in the aggregate.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which Shares they are offering: (i) An underwriting discount equal to eight percent (8%) of the aggregate gross proceeds raised in the OfferingOffering (the “Underwriting Discount”); and (ii) The Underwriters’ Representative’s Warrants.; and (biii) The Additionally, if the Closing occurs, the Company grants the Representative the right to participate as an investment banker, joint book-runner and/or joint placement agent, for every future public and private equity and/or debt offering (excluding commercial debt), including all equity linked financings undertaken by the Company, or any successor to or any subsidiary of first refusal the Company, for a period of eighteen twelve (1812) months from the date Closing Date, on the terms customary for transactions of commencement similar size and nature. The Company shall provide written notice to the Representative with the terms of sales such offering and if the Representative fails to accept in writing any such proposal within ten (10) Business Days after receipt of such written notice, then the Offering Representative will have no claim or right with respect to act as lead managing underwriter and book runner or as co-lead manager and co-book runner and/or co-lead placement agent for any and all future public and private equity, equity-linked or debt (excluding commercial bank debt and credit facility) offerings undertaken by the Company or any direct or indirect subsidiary of the Companysuch offering(s). (civ) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules rules or that the terms thereof require adjustment. (dv) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i1) all expenses in connection with the preparation, printing, formatting for XXXXX and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii2) all filing fees and expenses in connection with filings with FINRA’s Public Offering System; (iii3) all fees, disbursements and expenses of the Company’s counsel counsel, accountants and accountants other agents and representatives in connection with the registration of the Securities under the Securities Act and the Offering; (iv4) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky lawslaws (including, without limitation, all filing and registration fees, and the fees and disbursements of Underwriters’ counsel; (v5) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi6) all reasonable expenses, including travel expenses and lodging expenses, of the Company’s officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”)and any fees and expenses associated with the i-Deal system and NetRoadshow; (vii7) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offeringoffering, including any stock transfer taxes payable upon the transfer of securities to the Underwriters; (viii) 8) the costs associated with book buildingpreparing, prospectus tracking printing and compliance software and the cost of preparing delivering certificates representing the Securities; (ix9) the cost and charges of any transfer agent or registrar for the Securities; (x10) any reasonable subject to the following proviso, other costs (including Underwriters’ counsel’s fees and expenses) and expenses incurred incident to the Offering that are not otherwise specifically provided for in conducting this Section 4(k); (11) costs relating to background checks of the Company’s officers and directors directors; provided, however, that all such costs and expenses (including Underwriters’ counsel’s fees and expenses) that are incurred by a background search firm acceptable to the Representative; andUnderwriters shall not exceed $190,000 in the aggregate.