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 seven and half percent (7.5%) of the aggregate gross proceeds raised in the Offering; (ii) an accountable expense allowance of up to $150,000, 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; (iii) a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering; (iv) an advisory fee of $50,000; (b) The 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. (c) 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 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 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 incurred in connection with attending or hosting meetings with prospective purchasers of the 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; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities. (d) It is understood, however, that except as provided in this Section 6, and Sections 9, 10 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 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 $150,000, 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 equal to seven and half percent (7.57%) of the aggregate gross proceeds raised in of the Offering;; and (ii) an a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering. The Company will reimburse the Underwriters reasonable and necessary accountable out-of-pocket expenses actually incurred by the Underwriters in connection with this Agreement or the Offering (the “Accountable Out-of-Pocket Expenses”), promptly upon receipt of the relevant invoices thereby, in an aggregate amount of up to $150,000450,000, including, among other things, including all reasonable fees and expenses of the Underwriters’ outside legal counsel; Counsel and 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; (iii) a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering; (iv) ; and Company has advanced an advisory fee amount of $50,000;150,000 (the “Advances”) to the Representative in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters. The Company may request Underwriters to provide receipts for Accountable Out-of-Pocket Expenses in excess of $5,000. The Representative shall promptly return to the Company 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). (b) The 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. (c) 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 or cause to be paid reasonable, actual and accountable 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 EXXXX 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 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 incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock share transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities. (d) It is understood, however, that except as provided in this Section 6, and Sections 98, 10 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, (i) the Company will pay, less any advances the amount of the Advances previously paid, representing an advance to be applied towards the accountable expenses allowance paid (the “Advances”$150,000), all documented outAccountable Out-of-pocket expenses of the Underwriters Pocket Expenses (including but not limited to fees and disbursements of Underwriters’ 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 $150,000450,000, including the Advances. To , and (ii) to the extent that the Underwriters’ outAccountable Out-of-pocket expenses 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 equal to seven and half six percent (7.56%) 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 $150,000180,000, including, among other things, including all documented reasonable fees and expenses of the Underwritersunderwriters’ outside legal counsel; any documented 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 documented reasonable costs associated with bound volumes and mementos of the Prospectus in such quantities as the Underwriters may reasonably request; (iii) a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering; (iv) an advisory fee of $50,000;; and (b) The 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. (c) 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 all, in each case, reasonable documented 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 EXXXX 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 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 incurred in connection with attending or hosting meetings with prospective purchasers of the 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; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities. (d) It is understood, however, that except as provided in this Section 6, and Sections 98, 10 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 reasonable documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and and, with the Company’s prior written consent, reasonable documented 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 $150,000450,000, 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 equal to seven and half percent (7.5%) 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 $150,000130,000, including, among other things, including all reasonable fees and expenses of the Underwritersunderwriters’ 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; (iii) a non-. $50,000 has already been paid to the Underwriters as an advance against accountable expense allowance of two percent (2%) of the gross proceeds of the Offering; (iv) an advisory fee of $50,000;expenses; and (b) The 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. (c) 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 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 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 incurred in connection with attending or hosting meetings with prospective purchasers of the 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; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities. (d) It is understood, however, that except as provided in this Section 6, and Sections 98, 10 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 paidpaid which as of the date hereof is $50,000, 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 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 $150,000130,000, 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. (e) The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Representatives may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives at least two (2) business day in advance of such payment at the office of VCL Law LLP at 5 pm, Eastern Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, as shall be designated in writing by the Representatives (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct.

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 seven and half percent (7.57%) of the aggregate gross proceeds raised in of the Offering;; and (ii) an a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering. The Company will reimburse the Underwriters reasonable and necessary accountable out-of-pocket expenses actually incurred by the Underwriters in connection with this Agreement or the Offering (the “Accountable Out-of-Pocket Expenses”), promptly upon receipt of the relevant invoices thereby, in an aggregate amount of up to $150,000450,000, including, among other things, including all reasonable fees and expenses of the Underwriters’ outside legal counsel; Counsel and 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; (iii) a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering; (iv) ; and Company has advanced an advisory fee amount of $50,000;150,000 (the “Advances”) to the Representative in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters. The Company may request Underwriters to provide receipts for Accountable Out-of-Pocket Expenses in excess of $5,000. The Underwriters shall promptly return to the Company 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). (b) The 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. (c) 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 or cause to be paid reasonable, actual and accountable 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 EXXXX 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 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 incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock share transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities. (d) It is understood, however, that except as provided in this Section 6, and Sections 98, 10 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, (i) the Company will pay, less any advances the amount of the Advances previously paid, representing an advance to be applied towards the accountable expenses allowance paid (the “Advances”$150,000), all documented outAccountable Out-of-pocket expenses of the Underwriters Pocket Expenses (including but not limited to fees and disbursements of Underwriters’ 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 $150,000450,000, including the Advances. To , and (ii) to the extent that the Underwriters’ outAccountable Out-of-pocket expenses 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 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 underwriting discount equal to seven and half eight percent (7.58.0%) of the aggregate gross proceeds from investors introduced by the Underwriter raised in the Offering and six percent (6.0%) of the aggregate gross proceeds from investors introduced by the Company and the Over-allotment Option to purchase the Additional ADSs raised in the Offering; (ii) an accountable expense allowance of up to $150,000, 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; (iii) a non-accountable expense allowance of two one percent (21.0%) of the gross proceeds of the Offering;; and (iviii) an advisory fee accountable expense allowance of up to $50,000;125,000 subject to those limits in Section 6(c)(xii) and (xiv), of which $20,000 has already been paid to the Underwriter as an advance against accountable expenses. (b) The Underwriters reserve 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. (c) 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 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 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 directors, corporate auditors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xxi) the cost and charges of any transfer agent or registrar for the Securities; (xii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers, directors and corporate auditors by a background search firm acceptable to the Underwriter, 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 $6,500; and (xiv) fees and expenses of the Underwriter’s legal counsel not to exceed $75,000. (d) It is understood, however, that except as provided in this Section 6, and Sections 98, 10 9 and 11(d) hereof, the Underwriters 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(b12(b) hereof, or subsequent to a Material Adverse Change, the Company will paypay the Underwriter $125,000, less any advances previously paidpaid which as of the date hereof is $20,000, representing as an advance to be applied towards the accountable expenses allowance (the “AdvancesAdvance”). On the Closing Date, all the Company shall pay the Underwriter $105,000, less any further advances; such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $125,000 in respect of such accountable expenses pursuant to this Section 6(d). All documented out-of-pocket expenses of the Underwriters Underwriter (including but not limited to fees and disbursements of Underwriters’ 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 $150,000125,000, including the Advances. To the extent that the Underwriters’ Underwriter's out-of-pocket expenses are less than the AdvancesAdvance, the Underwriters Underwriter will return to the Company that portion of the Advances not offset by actual expensesexpenses in accordance with FINRA Rule 5110(g)(4)(A).