Common use of Expenses and Fees Clause in Contracts

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses.

Expenses and Fees. (a) The Company will Borrower shall pay all costs and expenses incident to the performance Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any of the obligations of the Company under this AgreementLoan Documents, whether or not the transactions contemplated hereby are consummated or this Agreement Loan is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to funded: (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements All reasonable costs and expenses of the Company’s counsel Bank (including without limitation the reasonable fees and accountants all disbursements of the Bank's counsel) actually incurred in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement with: (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (vA) the preparation, issuance negotiation, execution and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, Loan Documents (including filing fees and without limitation the reasonable fees and disbursements of counsel for the Underwriters (Bank's counsel) and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC any and Xxxxx & Xxxxxxxxxx, P.A. all other documents and instruments prepared in connection with compliance with state securities herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances and blue sky laws; other documents and instruments prepared or entered into from time to time, including after the Closing Date; (viiiB) any listing the satisfaction of all of the Shares on conditions precedent to the Nasdaq SmallCap MarketBank's making the Loan, as set forth in Article 6; and (ixC) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident associated with the making of the Loan, including without limitation lien and title search costs and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees; (ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the performance Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6Obligations. (b) The Representative and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx Arnold & XxxxxxxxxPorter, P.A., as counsel to the Underwriters Unxxxxxxter (collectively xxxlectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters Underwriter (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viii) any listing of the Shares on the Nasdaq SmallCap Market[National] Market System; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters Underwriter will pay their its own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses. (c) On the Closing Date, the Company shall pay to Advest, Inc. the sum of fifty thousand dollars ($50,000) as a financial advisory fee.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., P.A. as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); , (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto thereto30, including those of Xxxxxxx Spidi Xxxxxx & Xxxxx, PC Xxxxxx and Xxxxx & XxxxxxxxxxXxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses. (c) On the Closing Date, the Company shall pay to Advest, Inc. the sum of fifty thousand dollars ($50,000) as a financial advisory fee.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky Blue Sky memorandum relating to the offering prepared by Xxxxx Xxxxxxx Spidi & XxxxxxxxxXxxxx, P.A.PC, as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viiivii) any listing of the Shares on the Nasdaq SmallCap MarketNew York Stock Exchange; (ixviii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (xix) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative Representatives and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii6(a)(vi) hereof), public advertisement of the offering and their own marketing and due diligence expenses.

Expenses and Fees. (a) The Company will pay, or cause the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to in accordance with Section 9 8 (b) hereof, includingall costs, without limitationexpenses, all costs fees and expenses incident to taxes in connection with (i) the printing preparation and filing of and mailing expenses associated with the Registration Statement, any each Preliminary Prospectus and Prospectus, the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating printing and furnishing of copies of each thereof to the offering prepared by Xxxxx & XxxxxxxxxUnderwriter and to dealers (including costs of mailing and shipment), P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the feesregistration, disbursements issue, sale and expenses of the Company’s counsel and accountants in connection with the registration delivery of the Shares under including any stock or transfer taxes and stamp or similar duties payable upon the Securities Act and all other expenses in connection with the preparation andsale, if applicable, filing issuance or delivery of the Registration Statement (including all amendments thereto)Shares to the Underwriter, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of the foregoing documents each thereof to the Underwriters; Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the associated with qualification of the Shares for offering and sale under state securities or foreign laws and blue sky laws, including filing fees and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriters (Underwriter related to such qualification and local counsel therefordetermination) relating thereto including those and the printing and furnishing of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and copies of any blue sky laws; surveys or legal investment surveys to the Underwriter and to dealers, (viiiv) any listing of the Shares on the The Nasdaq SmallCap Market; Market and any registration thereof under the Exchange Act, (ixvi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses for of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and meals other expenses incurred by the officers of the Company and any of its officers, directors and employees such consultants in connection with any meetings with prospective investors in the Shares; road show, and (xix) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunder that are not otherwise specifically provided for in this Section 6hereunder. (b) The Representative and Whether or not the Underwriters transactions contemplated hereunder are consummated, or if this Agreement is terminated for any reason, the Selling Shareholders will pay their or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Common Shares to be sold by the Selling Shareholders pursuant to this Agreement as follows: (i) Twenty-five percent (25%) of the costs, expenses, fees and taxes of the types described in Section 8(a) hereof (but excluding all legal and accounting fees and expenses) which the Company is obligated to pay or cause to be paid by the Selling Shareholders pursuant to Section 8(a) hereof; (ii) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Selling Shareholders hereunder, including any fees and expenses of the Selling Shareholders’ counsel; and (iii) All taxes, if any, on the transfer and sale of the Common Shares. (c) The Underwriter will pay its own expenses, including the fees of their its counsel (except as provided in Section 6(a)(vii8(d) hereof), public advertisement of the offering and their its own marketing and due diligence expenses. (d) The Company shall, in addition to paying the amounts described in Section 8(a) hereof, reimburse the Underwriter for its accountable out-of-pocket expenses reasonably incurred in connection with this Agreement and the offering contemplated hereby, including the fees and disbursements of its counsel, not to exceed $50,000.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky Blue Sky memorandum relating to the offering prepared by Xxxxx Xxxxxx & XxxxxxxxxXxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viiivii) any listing of the Shares on the Nasdaq SmallCap MarketNational Market System; (ixviii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (ix) the costs of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representative; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii6(a)(vi) hereof), public advertisement of the offering offering, and their own marketing and due diligence expenses. (c) At the First Time of Delivery, the Company shall pay to the Representative the sum of One Hundred Thousand Dollars ($100,000) as a financial advisory fee.

Expenses and Fees. (a) The Company will pay, or cause the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to in accordance with Section 9 8 (b) hereof, includingall costs, without limitationexpenses, all costs fees and expenses incident to taxes in connection with (i) the printing preparation and filing of and mailing expenses associated with the Registration Statement, any each Preliminary Prospectus and Prospectus, the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating printing and furnishing of copies of each thereof to the offering prepared by Xxxxx & XxxxxxxxxUnderwriter and to dealers (including costs of mailing and shipment), P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the feesregistration, disbursements issue, sale and expenses of the Company’s counsel and accountants in connection with the registration delivery of the Shares under including any stock or transfer taxes and stamp or similar duties payable upon the Securities Act and all other expenses in connection with the preparation andsale, if applicable, filing issuance or delivery of the Registration Statement (including all amendments thereto)Shares to the Underwriter, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of the foregoing documents each thereof to the Underwriters; Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the associated with qualification of the Shares for offering and sale under state securities or foreign laws and blue sky laws, including filing fees and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriters (Underwriter related to such qualification and local counsel therefordetermination) relating thereto including those and the printing and furnishing of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and copies of any blue sky laws; surveys or legal investment surveys to the Underwriter and to dealers, (viiiv) any listing of the Shares on the The Nasdaq SmallCap Market; Market and any registration thereof under the Exchange Act, (ixvi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses for of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and meals other expenses incurred by the officers of the Company and any of its officers, directors and employees such consultants in connection with any meetings with prospective investors in the Shares; road show, and (xix) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunder that are not otherwise specifically provided for in this Section 6hereunder. (b) The Representative and Whether or not the Underwriters transactions contemplated hereunder are consummated, or if this Agreement is terminated for any reason, the Selling Shareholders will pay their or cause to be paid the costs, fees, and expenses incurred in connection with the offering of the Common Shares to be sold by the Selling Shareholders pursuant to this Agreement as follows: (i) Eighteen percent (18%) of the costs, expenses, fees and taxes of the types described in Section 8(a) hereof (but excluding all legal and accounting fees and expenses) which the Company is obligated to pay or cause to be paid by the Selling Shareholders pursuant to Section 8(a) hereof; (ii) All costs, fees, and expenses incurred in connection with the performance of the obligations of the Selling Shareholders hereunder, including any fees and expenses of the Selling Shareholders’ counsel; and (iii) All taxes, if any, on the transfer and sale of the Common Shares. (c) The Underwriter will pay its own expenses, including the fees of their its counsel (except as provided in Section 6(a)(vii8(d) hereof), public advertisement of the offering and their its own marketing and due diligence expenses. (d) The Company shall, in addition to paying the amounts described in Section 8(a) hereof, reimburse the Underwriter for its accountable out-of-pocket expenses reasonably incurred in connection with this Agreement and the offering contemplated hereby, including the fees and disbursements of its counsel, not to exceed $50,000.

Expenses and Fees. (a) The Company will pay all costs and expenses expenses, up to a maximum of $50,000, incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the preparation, printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among the Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Securities Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if anyany fees relating to causing the shares to be quoted on the FINRA OTC Bulletin Board; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any reasonable cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone” advertisement in the Wall Street Journal; (x) all “Blue Sky” filing fees as requested by the Representative and all costs and expenses of “Blue Sky” registration or qualification, including the fees and disbursements of the Representatives legal counsel in connection therewith, the costs of preparing, printing and delivering “Blue Sky” memoranda, and all state registration, qualification and filing fees, and (xxi) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, at the closing of each sale of securities pursuant to this Agreement, we will withhold and retain an amount equal to one percent (1%) of the aggregate offering price to the public of the Common Stock so sold. (b) On the Closing Date, the Company will further issue and sell to the Representative or, at the direction of the Representative, to designees of the Representative, at a purchase price of $100.00 and for other good and valuable consideration, warrants to purchase Common Stock (the "UNDERWRITER’S WARRANT") entitling the holders thereof to purchase an aggregate of up to [______] shares of Common Stock, plus a number of shares of Common Stock equal to 5% of any Option Shares purchased by the Underwriters (the "WARRANT SHARES"), and, exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and shall contain terms and provisions more fully set forth more particularly in the warrant agreement relating to the Underwriter’s Warrant to be executed by the Company at each Time of Delivery (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, transfer, assignment, pledge or hypothecation of the Underwriter's Warrant shall be made for a period of one year from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) to the Representative and the Underwriters will pay their own expensesbona fide partners, including the fees of their counsel officers (except as provided in Section 6(a)(viinot directors) hereof), public advertisement of the offering Representative and their own marketing and due diligence expensesselling group members. A copy of the form of the Underwriter’s Warrant is set forth in EXHIBIT UW appended hereto.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A.PA, as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap National Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 7 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares Company’s Common Stock under the Securities Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the Commission and the NASD National Association of Securities Dealers, Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the SharesUnits, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company Underwriter and any of its officers, directors and employees in connection with any meetings with prospective investors in the SharesUnits; (vii) any cost of holding due diligence meetings and drafting sessions; (viii) any cost for placing a “tombstone” advertisement in the Wall Street Journal; and (xix) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 64. (b) The Representative As compensation for the Underwriter’s efforts under this Agreement, the Company agrees to pay the Underwriter a commission (the “Selling Commission”) equal to (i) if the Public Offering Price of all Units sold through the Underwriter in the offering including Units sold through selected dealers (the “Gross Proceeds”) equal at least $6,000,000 and less than $7,200,000, 9.5% of the Underwriters will pay their own expensesGross Proceeds; or (ii) if the Gross Proceeds equal at least $7,200,000 and less than $8,400,000, including 9.6% of the fees Gross Proceeds; or (iii) if the Gross Proceeds equal at least $8,400,000 and less than $9,600,000, 9.7% of their counsel the Gross Proceeds; or (except as provided in Section 6(a)(viiiv) hereof)if the Gross Proceeds equal at least $9,600,000 and less than $10,800,000, public advertisement 9.8% of the Gross Proceeds; or (v) if the Gross Proceeds equal at least $10,800,000 and less than $12,000,000, 9.9% of the Gross Proceeds; or (vi) if the Gross Proceeds equal $12,000,000, 10.0% of the Gross Proceeds. It shall be the Underwriter’s responsibility to compensate any selected dealers out of the Selling Commission that it receives from the Company. On the date of each Closing, the Company shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer of immediately available funds, to the Underwriter on the Closing Date and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer of immediately available funds, to each selected dealer on the Closing Date. (c) At the Initial Closing or upon termination of the offering if there is no Closing, the Company shall pay the Underwriter a sum of Five Thousand Dollars ($5,000), less any amounts paid prior to the Initial Closing, as a non-accountable expense allowance. Payment of the non-accountable expense allowance shall be made to the Underwriter by wire transfer of immediately available funds. The Underwriter acknowledges receipt of Fifteen Thousand Dollars ($15,000) as a deposit toward such sum. In addition, at the Initial Closing or upon termination of the offering if there is no Closing, the Company shall pay the fees, disbursements and their own marketing and due diligence expensesexpenses of the Underwriter’s counsel, which shall not exceed Fifty Thousand Dollars ($50,000), by wire transfer of immediately available funds to the account of the Underwriter’s counsel pursuant to written instructions to be provided prior to the Initial Closing or upon termination of the offering if there is no Closing.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky Blue Sky memorandum relating to the offering prepared by Xxxxx Xxxxxx & XxxxxxxxxXxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viiivii) any listing of the Shares on the Nasdaq SmallCap MarketNational Market System; (ixviii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (xix) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative Representatives and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii6(a)(vi) hereof), public advertisement of the offering and their own marketing and due diligence expenses. (c) At the First Time of Delivery, the Company shall pay to each of the Representatives the sum of ________________ Dollars ($_______) as a financial advisory fee.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx Malizia Spidi & XxxxxxxxxFisch, P.A.PC, as counsel to the Underwriters Underwriter (collectively with any supplement theretowixx xxx supplemenx xxxreto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters Underwriter (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viii) any listing of the Shares on the Nasdaq SmallCap MarketNational Market System; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters Underwriter will pay their its own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and their own marketing and due diligence expenses.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary blue sky Blue Sky memorandum relating to the offering prepared by Xxxxx Xxxxxx & XxxxxxxxxXxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky lawsthereto; (viiivii) any listing of the Shares on the Nasdaq SmallCap MarketNational Market System; (ixviii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (xix) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative Representatives and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vii6(a)(vi) hereof), public advertisement of the offering and their own marketing and due diligence expenses. (c) At the First Time of Delivery, the Company shall pay to Advest, Inc. the sum of [_____] ($_____) as a financial advisory fee.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the preparation, printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among the Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Securities Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if anyany fees relating to causing the shares to be quoted on the FINRA OTC Bulletin Board; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any reasonable cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone” advertisement in the Wall Street Journal; (x) all “Blue Sky” filing fees as requested by the Representative and all costs and expenses of “Blue Sky” registration or qualification, including the fees and disbursements of the Representatives legal counsel in connection therewith, the costs of preparing, printing and delivering “Blue Sky” memoranda, and all state registration, qualification and filing fees, and (xxi) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, the Company will further issue and sell to the Representative or, at the direction of the Representative, to designees of the Representative, at a purchase price of $100.00 and for other good and valuable consideration, warrants to purchase Common Stock (the "UNDERWRITER’S WARRANT") entitling the holders thereof to purchase an aggregate of up to [______] shares of Common Stock, plus a number of shares of Common Stock equal to 5% of any Option Shares purchased by the Underwriters (the "WARRANT SHARES"), and, exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and shall contain terms and provisions more fully set forth more particularly in the warrant agreement relating to the Underwriter’s Warrant to be executed by the Company at each Time of Delivery (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, transfer, assignment, pledge or hypothecation of the Underwriter's Warrant shall be made for a period of one year from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) to the Representative and the Underwriters will pay their own expensesbona fide partners, including the fees of their counsel officers (except as provided in Section 6(a)(viinot directors) hereof), public advertisement of the offering Representative and their own marketing and due diligence expensesselling group members. A copy of the form of the Underwriter’s Warrant is set forth in EXHIBIT UW appended hereto.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Empire Financial Group, Inc. in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Securities Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD National Association of Securities Dealers, Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing any fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any to listing of the Shares on the Nasdaq SmallCap MarketAmerican Stock Exchange; (ixvii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, the Company shall pay the Representative a sum of {$ }, less any amounts paid prior to the Closing Date, as a non-accountable expense allowance. Payment of the non-accountable expense allowance shall be made to the Representative by wire transfer of immediately available funds. The Representative acknowledges receipt of Twenty-Five Thousand Dollars ($25,000) as a deposit toward such sum. (c) On the Closing Date, the Company will further issue and sell to the Underwriters will pay their own expensesRepresentative or, including at the fees direction of their counsel the Representative, to bona fide officers of the Representative, at a purchase price of $100.00 and for other good and valuable consideration, warrants to purchase Common Stock (except as provided in Section 6(a)(viithe "Underwriter's Warrant") hereofentitling the holders thereof to purchase an aggregate of { } shares of Common Stock (the "Warrant Shares"), public advertisement exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and their own marketing shall contain terms and due diligence expensesprovisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriter's Warrant to be executed by the Company on the effective date of the Registration Statement (the "Underwriter's Warrant Agreement"). No sale, transfer, assignment, pledge or hypothecation of the Underwriter's Warrant shall be made for a period of 12 months from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) to the Representative and bona fide partners, officers (not directors) of the Representative and selling group members. The terms of the Underwriter's Warrant are as set forth in Exhibit WU appended hereto.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 9 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Securities Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission and the NASD National Association of Securities Dealers, Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing any fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viii) any to listing of the Shares on the Nasdaq SmallCap MarketAmerican Stock Exchange; (ixvii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (x) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, the Company shall pay the Representative a sum of [$_______], less any amounts paid prior to the Closing Date, as a non-accountable expense allowance. Payment of the non-accountable expense allowance shall be made to the Representative by wire transfer of immediately available funds. The Representative acknowledges receipt of Twenty-Five Thousand Dollars ($25,000) as a deposit toward such sum. (c) On the Closing Date, the Company will further issue and sell to the Underwriters will pay their own expensesRepresentative or, including at the fees direction of their counsel the Representative, to bona fide officers of the Representative, at a purchase price of $100.00 and for other good and valuable consideration, warrants to purchase Common Stock (except as provided in Section 6(a)(viithe "UNDERWRITER'S WARRANT") hereofentitling the holders thereof to purchase an aggregate of up to 333,333 shares of Common Stock (the "WARRANT SHARES"), public advertisement exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and their own marketing shall contain terms and due diligence expensesprovisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriter's Warrant to be executed by the Company on the effective date of the Registration Statement (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, transfer, assignment, pledge or hypothecation of the Underwriter's Warrant shall be made for a period of 12 months from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) to the Representative and bona fide partners, officers (not directors) of the Representative and selling group members. A copy of the form of the Underwriter's Warrant are as set forth in EXHIBIT WU appended hereto.