Common use of General Expenses Related to the Offering Clause in Contracts

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the shares of Class A Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Rights included in the Units Units, the Representative’s Common Stock and the Representative's Purchase OptionDeferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; Representative (vii) the preparation, binding none of which will be received or paid on behalf of an “underwriter and delivery related person” as such term is defined in Rule 5110 of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeFINRA’s Rules); and (viiiix) all other costs and expenses customarily borne by an issuer incident to of the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative associated with “road show” marketing and “due diligence” trips for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable ’s management to the Company on the Closing Datemeet with prospective investors, or the Option Closing Dateincluding without limitation, if anyall travel, the food and lodging expenses set forth in this Agreement to be paid by the Company to the Representative and, associated with the prior consent of the Company, otherssuch trips.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for of the Representative's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Representative and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $25,000 for the cost of the an investigative search firm of the Representative's choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with the prior consent including, without limitation, its legal fees (up to a maximum of $100,000) and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the Companynonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, otherssubject to the preceding sentences, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Sales Preliminary Prospectus, all other Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) filing fees, costs and expenses (including disbursements for the qualification of Representative’s counsel) incurred in registering the Offering with the NASD and qualifying the Public Securities under state or foreign securities or Blue Sky laws or foreign securities laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters of counsel retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid))purpose, and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering listing the Offering with Company’s Securities on the NASD; American Stock Exchange, (v) fees and disbursements of the transfer Transfer Agent and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of transaction "bibles," closing books, in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.similar

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Sale and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's ’s counsel) incurred in registering the Offering with the NASD; , (iv) fees, costs and expenses incurred in listing the Company on the AMEX, (v) fees and disbursements of the transfer transfer, escrow and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.11.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $10,000 for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever, with then the prior consent Company shall reimburse the Underwriters in full for their out of the Companypocket expenses, othersincluding, without limitation its legal fees (up to a maximum of $____) and disbursements and “road show” and diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and expenses relating to the preparation, printing, filing and mailing registration of the Ordinary Shares to be sold in the Offering (including the payment Option Shares) with the Commission; (b) all fees and expenses relating to the listing of postage with respect to such mailing) of Public Securities on the Registration Statement, Exchange and such other stock exchanges as the Preliminary and final Prospectuses Company and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the UnderwritersRepresentative together determine; (iic) all fees, expenses and disbursements relating the printingregistration, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer qualification or other taxes payable thereon; (iii) the qualification exemption of the Public Securities under state the securities laws of such states or foreign securities or Blue Sky lawsjurisdictions as the Representative may reasonably designate (including, including the costs of printing without limitation, all filing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid))registration fees, and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASD; (v) reasonable fees and disbursements of the transfer and warrant agentCompany’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (vid) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company's ’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses associated with "due diligence" meetings arranged incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative; (vii) ’s counsel, travel, preparation and production of the preparationOffering documents, binding deal tracking software, printing and delivery reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of transaction "bibles," clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in form and style reasonably satisfactory this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by any portion of the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident Advance shall be returned back to the performance of its obligations hereunder which are Company to the extent not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Companyactually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement herein to be paid by the Company to the Representative and, with the prior consent of the Company, othersUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The Company also agrees that it will reimburse paid the Representative for $25,000 upon the cost execution of the investigative search firm engagement letter, and an additional $25,000 upon filing of the Representative's choice that conducted Registration Statement (collectively, with the initial $25,000 payment, the “Advance”) as an investigation of advance against out-of-pocket accountable expenses actually anticipated to be incurred by the principals of the Companyunderwriters. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less the Advance and any other amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Rights, and the shares of Common Stock and the Warrants included in the Units and Private Units, as applicable, and the Representative's Purchase OptionDeferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign forseign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA and FINRA-related legal fees; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of a Participating Member; (viiix) all costs and expenses of the preparationCompany associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.11.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the CompanyOffering payable to the Company shall not exceed $125,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, othersexcept as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $40,000. It is acknowledged that the Company has already paid $40,000 to the Representative. Notwithstanding the foregoing, any advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Warrants and the Warrants Rights included in the Units and the Representative's Purchase Option’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by executive officers; all of the Representative’s “road show expenses”; (xi) all of Representative’s legal expenses; and (viiixii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1 provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $165,000 in the investigative search firm of aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Sale and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's ’s counsel) incurred in registering the Offering with the NASD; , (iv) fees, costs and expenses incurred in listing the Company on the AMEX, (v) fees and disbursements of the transfer transfer, escrow and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.11.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $10,000 for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, and others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock and the Warrants included in the Units and the Representative's Purchase Option’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $17,500 in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by executive officers; (xi) all of the Representative’s “road show expenses”; (xii) all of Representative’s legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1; provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $142,500 in the investigative search firm of aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Class A Ordinary Shares and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $50,000 in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by executive officers; (xi) all of the Representative’s “road show expenses”; (xii) all of Representative’s legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.8.1; provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $75,000 in the investigative search firm of aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for of the Representative's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Representative and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1 (but not including the legal expenses or costs incurred by the Representative which shall be the responsibility of the Representative). The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the Representative's choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated, with the prior consent other than as a result of a termination of the CompanyOffering under Section 10.2 due to adverse market conditions, othersthen the Company shall reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000) and disbursements and "road show" and due diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representatives’ choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $100,000 for certain of transaction "bibles," in form and style reasonably satisfactory the Underwriters’ expenses relating to the Representative offering, including costs and transaction lucite cubes or similar commemorative items in a style expenses; (xi) all reasonable costs and quantity as reasonably requested by expenses related to the RepresentativeRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andRepresentatives and others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) up to $25,000 in fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA, including counsel fees and expenses; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other costs and reasonable legal or due diligence expenses customarily borne incurred by an issuer the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others3.10.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights, and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.12.1; provided, however, that it will reimburse Representative for such fees and expenses shall not exceed $125,000 in the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Companyaggregate (less any amounts previously paid). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses in sections (i)-(vi), (ix) and (x) set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the shares of Common Stock Class A Ordinary Shares, Rights and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Warrants, the shares of Common Stock Stock, the Rights and the Warrants included in the Units and Placement Units, as applicable, and the Representative's Purchase OptionDeferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA, FINRA legal fees not to exceed $25,000; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of a Participating Member); (viiix) all costs and expenses of the preparationCompany associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other costs and reasonable legal or due diligence expenses customarily borne incurred by an issuer the Company or Chardan incident to the performance of its their obligations hereunder hereunder, which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, as agreed to by the Company in writing; provided that the aggregate amount of these other reimbursable expenses shall not exceed $100,000. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the prior consent Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. Notwithstanding the Companyforgoing, othersany advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representatives’ choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $50,000 in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory executive officers; (xi) all reasonable costs and expenses related to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $75,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andRepresentatives and others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident incidental to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and Subunits, the Warrants included in the Units and Subunits, and the Representative's Purchase OptionClass A Ordinary Shares included in the Subunits and issuable upon exercise of the Warrants, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, memorandum, registration and qualification in an aggregate amount up to $25,000); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter or an affiliated or associated person as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory executive officers, up to an aggregated amount of $26,000; (xi) all of the Representative and transaction lucite cubes or similar commemorative items in Underwriters’ “road show expenses”; (xii) all of Underwriters’ legal expenses, up to a style and quantity as reasonably requested by the Representativemaximum of $175,000; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident incidental to the performance of its the Underwriters’ obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1; provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $201,000 in the investigative search firm of aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, Warrants and the Warrants Rights included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representatives’ choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the transfer registrar and transfer, warrant agent, and right agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) $50,000 in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory executive officers; (xi) all reasonable costs and expenses related to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $120,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andRepresentatives and others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and final Prospectuses the Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Representatives’ Purchase Option, including any transfer or other taxes payable thereon; , (iii) if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for of the Representative's Representatives’ counsel) incurred in registering the Offering with the NASD; FINRA, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; Representatives and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representatives, it will reimburse Representative engage and pay up to $25,000 for the cost of the an investigative search firm of the Representative's Representatives’ choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representatives and the Company. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andRepresentatives and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their actually incurred out of pocket expenses, with the prior consent including, without limitation, its legal fees and disbursements (up to a maximum of the Company, others$75,000).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xi) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Company also agrees that it will shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the cost Representative in connection with the Offering, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the investigative search firm of Company already paid $50,000 to the Representative's choice , which shall be credited against the aggregate amount of $150,000. To the extent that conducted an investigation of the principals of Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Warrants and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $462,500. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) the listing and qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (v) fees, costs and expenses incurred in listing the Company on the OTC Bulletin Board; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; and (viiviii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viiiix) all other actual, documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative for the cost of the engage and pay up to $5,000 per initial investigation (per individual) to an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of each of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever, with then the prior consent of Company shall reimburse the CompanyUnderwriters in full for their actual out-of-pocket expenses, othersincluding, without limitation, their legal fees and disbursements and “road show” and due diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb Blue Sky Counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including NASD filing fees of Representative's counsel and disbursements for the Representative's counselcounsel but excluding legal fees) incurred in registering the Offering with the NASD; (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (viiviii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viiiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyCompany up to a maximum of $20,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with and others. If the prior consent Offering contemplated by this Agreement is terminated by the Company at any time after commencement of the Companyroad show, othersthe Company shall reimburse the Representative in full for its out of pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees/up to a maximum of $50,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips.; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already paid $35,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees which are not factored into the NASDaggregate reimbursement to the Representative); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's Purchase OptionIssuance Shares, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) transfer taxes payable upon the preparationsale, binding and issuance or delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeSecurities; and (viii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The In addition, the Company also agrees that it will pay or reimburse Representative the Representative, up to $125,000, in the aggregate, for the cost actual and reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of the investigative search firm its obligations under this Agreement, including: (i) travel, lodging and other “road show” expenses; (ii) reasonable legal fees and expenses of the Representative's choice that conducted an investigation ’s legal counsel incurred in connection with the offering contemplated by this Agreement; (iii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the principals of Representative; and (iv) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth above in this Agreement the immediately preceding sentence to be paid by the Company to the Representative andRepresentative, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $125,000 in the aggregate (less $25,000 previously paid by the Company, others).

General Expenses Related to the Offering. The Subject to Section 3.10.2, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the New York Stock Exchange or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1 that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to Underwriters have notified the Company about on or prior to the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market or such other stock exchanges as the Company and the Underwriters together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $10,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriters may reasonably deem necessary, (h) the costs of preparing, printing and delivering certificates representing the Shares; (i) fees and expenses of the preparationtransfer agent for the Shares; (j) stock transfer and/or stamp taxes, printingif any, payable upon the transfer of securities from the Company to the Underwriter; (k) the costs associated with bound volumes of the public offering materials, which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (l) the fees and expenses of the Company’s accountants; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (n) up to $10,000 to cover the Underwriters’ actual “road show” expenses for the Offering, including, but not limited to, the expenses incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, and mailing (including at all times thereafter prior and following the payment of postage with respect to such mailing) effectiveness of the Registration Statement, the Preliminary Company and final Prospectuses and the printing and mailing of this Agreement its officers, directors and related documents, including the cost of parties will abide by all copies thereof rules and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery regulations of the UnitsCommission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionCompany will not, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with without the prior written consent of the CompanyRepresentatives, othersmake any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be filed with the Commission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Warrants and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the shares of Class A Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person), i-Deal system, and filing fees (including SEC filing fees); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, and the Warrants Rights included in the Units Units, and the Representative's Purchase Option, ’s Common Stock including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) certain fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $125,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $25,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Chardan’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate to be due on the Closing Date (of which $5,000 7,500 has previously been paid)), and a one-time fee of $5,000 payable to Loeb the counsel of Chardan’s choice for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all COBRADesk fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery of transaction "bibles," bound volumes in form and style reasonably satisfactory to the Representative Chardan and 12 transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeChardan; and (viii) all other costs and expenses customarily borne by associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (ix) all costs associated with an issuer independent third-party background investigation of each of the Company’s officers, directors and Initial Shareholders in an amount not to exceed $15,000; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.13.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing. If the Offering is not consummated for any reason whatsoever, except as a result of the CompanyRepresentative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, othersthen the Company shall reimburse the Representative in full for their out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees (less any amounts previously paid). Additionally, upon any such termination, the Representative shall return to the Company any portion of the amounts advanced towards the Underwriters’ discount (of which $50,000 has previously been paid (“Advance”)) in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants included in the Units and the Representative's Purchase OptionUnderwriters’ Shares, including any transfer or other taxes payable thereon; (iii) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery of transaction "bibles," bound volumes in form and style reasonably satisfactory to the Representative Maxim and 12 transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeMaxim; and (viii) all other costs and expenses customarily borne by an issuer associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing. Upon Closing, the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees, up to an aggregate amount of the Company, others$150,000 (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the New York Stock Exchange or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of any FINRA member’s “associated person”); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xi) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Company also agrees that it will shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the cost Representative in connection with the Offering, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. It is acknowledged that the investigative search firm of Company already paid $25,000 to the Representative's choice , which shall be credited against the aggregate amount of $100,000. To the extent that conducted an investigation of the principals of Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparationpreparation (exclusive of the fees and expenses of counsel to the Underwriters), printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of preparing, printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto and quarterly opinions relating thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading SurveySurvey (as defined above), and the reasonable fees and disbursements of Cooley related thereto; provided that the Company shall not be required to reimburse the Representative or Cooley for any amounts under this clause (iii) in excess of $40,000, (iv) filing fees, costs and expenses (including excluding fees of Representative's counsel and disbursements for the Representative's ’s counsel) incurred in registering the Offering with the NASD; NASD and the Commission, (v) fees and disbursements of the transfer and warrant agent; Transfer Agent, (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.134.10.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, and others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained of GT for such purpose qualification (such fees and disbursements shall be capped at not exceed $35,000 30,000 in the aggregate (of which $5,000 has previously been paid)aggregate), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the RepresentativeUnderwriter's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Underwriter, and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.10.1. The Company also agrees that that, if requested by the Underwriter, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the RepresentativeUnderwriter's choice that conducted to conduct an investigation of the principals of the CompanyCompany as shall be mutually selected by the Underwriter and the Company (not to exceed $2,500 per individual). The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andUnderwriter and others (as set forth on an agreed schedule to be furnished by the Underwriter prior to the Closing Date). If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with including, without limitation, its legal fees (exclusive of legal fees for State registration as described above) and disbursements and "road show" and due diligence expenses, to the prior consent of extent such expenses exceed the Companythe nonaccountable expense allowance previously paid. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, othersthe Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, Units and the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; Representatives (vii) the preparation, binding and delivery none of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes which will be received or similar commemorative items in a style and quantity as reasonably requested by the Representativepaid on behalf of Participating Member); and (viiiix) all other costs and expenses customarily borne by an issuer incident associated with “road show” marketing and “due diligence” trips for the Company’s management to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips. The Company also agrees shall reimburse the Representatives for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that it will reimburse Representative for the cost of the investigative search firm of Company already paid $[ ] to the Representative's choice that conducted an investigation , which shall be credited against the aggregate amount of $75,000. In addition, the principals Company will pay R.X. Xxxxxxxx & Co., Inc. a fee of the Company$75,000 for its services as qualified independent underwriter. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andRepresentatives and others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Ordinary Shares and Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights, and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery preparation of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters Representative’s counsel retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 10,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb the Representative’s counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative’s counsel but not including legal fees for Representative's counsel) incurred in registering the Offering with the NASD; (v) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; (viiviii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viiiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the CompanyCompany as shall be mutually selected by the Representative and the Company (which expense is estimated at $15,500). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement herein to be paid by the Company to the Representative and, and others. If the Company elects not to proceed with the prior consent Offering contemplated by this Agreement, then the Company shall reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the CompanyUnderwriters, othersincluding, without limitation, its legal fees (up to a maximum of $25,000) and disbursements.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, and the Warrants Rights included in the Units and the Representative's Purchase Option’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by executive officers; (xi) all of the Representative’s “road show expenses”; (xii) all of Representative’s legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1 provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $140,000 in the investigative search firm of aggregate (less any amounts advanced against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be required by the UnderwritersUnderwriter; (iiiii) the printing, engraving, issuance and delivery of the Units, the Company’s shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionStock, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements expenses of counsel to the transfer and warrant agentUnderwriter; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xi) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3(i) that the Underwriter have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the CompanyOffering payable to the Company shall not exceed $100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, othersexcept as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Rights and Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Chardan’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer agent and warrant Rights agent; (vi) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery of transaction "bibles," bound volumes in form and style reasonably satisfactory to the Representative Chardan, and 12 transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeChardan; and (viii) all other costs and expenses customarily borne by an issuer associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.12.1; provided that the Company also agrees that it will shall not reimburse the Representative for the cost out-of-pocket accountable expenses in excess of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company$65,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing. If the Offering is not consummated for any reason whatsoever, except as a result of the CompanyRepresentative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, othersthen the Company shall reimburse the Representative in full for their out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees (less any amounts previously paid), up to an aggregate amount of $65,000. Additionally, upon any such termination, the Representative shall return to the Company any portion of the amounts advanced towards the Underwriters’ expenses, of which $45,000 was previously paid (the “Advance”), in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $125,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Rights included in the Units Units, the Representative’s Purchase Option and the Representative's Purchase Option’s Shares , including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA and FINRA-related legal fees; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of a Participating Member; (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativeexecutive officers; and (viiixi) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the prior consent Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. Notwithstanding anything to the contrary herein, othersother than counsel and background check fees, Chardan will not incur any expense in excess of $5,000 without the Company’s prior written consent. Notwithstanding the forgoing, any advances received by the Representative will be paid back to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, Warrants and the Warrants Rights included in the Units and the Representative's Purchase Option’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by executive officers; all of the Representative’s “road show expenses”; (xi) all of Representative’s legal expenses; and (viiixii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.10.1 provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $175,000 in the investigative search firm of aggregate (less the Representative's choice that conducted an investigation of $40,000 advance against out-of-pocket expenses, which shall be reimbursable to the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all accountable expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, in aggregate: (i) all filing fees and communication expenses relating to the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) registration of the Registration Statement, Shares to be sold in the Preliminary and final Prospectuses Offering with the Commission and the printing and mailing filing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwritersoffering materials with FINRA; (ii) all fees and expenses relating to the printing, engraving, issuance and delivery listing of such Shares on the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereonNASDAQ Capital Market; (iii) the qualification all fees, expenses and disbursements relating to due diligence and to background checks of the Public Securities under state or foreign securities or Blue Sky laws, including the costs Company’s officers and directors of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel up to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey25,000; (iv) filing all fees, costs and expenses (including fees of Representative's counsel and disbursements for relating to the Representative's counsel) incurred in registering registration or qualification of such Shares under the Offering with “blue sky” securities laws of such states and other jurisdictions as the NASD; Underwriter may reasonably designate (v) including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the transfer Underwriter’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering; (v) out of pocket travel and warrant agentroad show expenses and the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary of up to $30,000; (vi) the Company's costs of preparing, printing and delivering certificates representing such Shares; fees and expenses associated with "due diligence" meetings arranged by of the Representativetransfer agent for such Shares; (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Datestock transfer taxes, if any, payable upon the expenses set forth in this Agreement to be paid by transfer of securities from the Company to the Representative and, with Underwriter; (viii) the prior consent fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Underwriter may reasonably request. All of the foregoing fees must be fully accountable in order to be reimbursed. In addition, othersthe Company agrees to be responsible for the legal fees of counsel to the Representative, provided, however, that such fees shall not exceed $50,000 plus approved accountable expenses of up to $5,000. No advances towards out of pocket expenses have been paid and, in the event any advances are paid, the same shall be returned to the extent that they are not actually incurred in accordance with FINRA rules. The foregoing expense reimbursements in no way limits or impairs the indemnification and contribution provisions of this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, each Preliminary Prospectus and the Preliminary and final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; , (iii) the qualification filing fees and reasonable legal fees and expenses of counsel incurred in (A) making required filings with FINRA and (B) qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering procuring the Offering with quotation of the NASD; Public Securities on the OTC Bulletin Board, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of velo-bound transaction "bibles," “closing sets”, in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity such amount as reasonably requested by the Representative; , and (viii) all other actual documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.10.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to an aggregate amount of $20,000 for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Company agrees to be responsible for all payments for any additional investigative searches following the initial searches that the Company and the Representative mutually agree are required based on the initial searches and for further clarification and/or documentation. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, and others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, Warrants, and the Warrants Rights included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representatives’ choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the transfer registrar and transfer, warrant agent, and right agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $4,000 per person (or $6,000 per person for individuals for which international searches are required) in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory executive officers; (xi) all reasonable costs and expenses related to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $150,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andRepresentatives and others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including fees of Representative's counsel third party expenses and disbursements for the Representative's counseldisbursements) incurred in registering the Offering with the NASDOffering; (vvi) fees and disbursements of the registrar and transfer and warrant agent; (vivii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other costs and reasonable legal or due diligence expenses customarily borne incurred by an issuer the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others3.10.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and final Prospectuses the Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; , (iii) filing fees incurred in registering the qualification of Offering with FINRA and legal fees and expenses incurred in qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering quoting the Offering with Securities on the NASD; OTC Bulletin Board, (v) all fees and disbursements of the transfer and warrant agent; , (vi) the all Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (vii) the preparation, binding and delivery of velo-bound transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees acknowledges that it will reimburse has advanced to the Representative an aggregate amount of $25,000 for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Companyits anticipated out-of-pocket accountable expenses. The Representative may deduct from the net proceeds of the Offering payable to shall reimburse the Company for such advance on the Closing Date, or . If the Option Closing Date, if any, the expenses set forth in Offering contemplated by this Agreement is not consummated by reason of the Company electing not to be proceed with the Offering, then the Company shall reimburse the Representative in full for their actual accountable out of pocket expenses incurred, including, without limitation, its reasonable legal fees and disbursements and “road show” and due diligence expenses, less any amounts previously paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Warrants and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $125,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained of GT for such purpose qualification (such fees and disbursements shall be capped at not exceed $35,000 30,000 in the aggregate (of which $5,000 has previously been paid)aggregate), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the RepresentativeUnderwriter's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Underwriter, and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.11.1. The Company also agrees that that, if requested by the Underwriter, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the RepresentativeUnderwriter's choice that conducted to conduct an investigation of the principals of the CompanyCompany as shall be mutually selected by the Underwriter and the Company (not to exceed $2,500 per individual). The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andUnderwriter and others (as set forth on an agreed schedule to be furnished by the Underwriter prior to the Closing Date). If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with including, without limitation, its legal fees (exclusive of legal fees for State registration as described above) and disbursements and "road show" and due diligence expenses, to the prior consent of extent such expenses exceed the Companythe nonaccountable expense allowance previously paid. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, othersthe Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters Representative's counsel retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb the Representative's counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel $5,000 and disbursements for the Representative's counsel) incurred in registering the Offering with the NASD; (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (viiviii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viiiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay for the cost of the an investigative search firm of the Representative's choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement herein to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the Underwriters, with the prior consent including, without limitation, its legal fees (up to a maximum of the Company, others$50,000) and disbursements.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Sale and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) filing fees, costs and expenses (including disbursements for the qualification of Representative’s counsel) incurred in registering the Offering with the NASD and qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering listing the Offering with Company on the NASD; Over the Counter Bulletin Board, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $5,000 for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with the prior consent including, without limitation, its legal fees (up to a maximum of the Company, others$[--------------________] ) and disbursements and “road show” and due diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and Ordinary Shares, the Warrants Rights included in the Units and the Representative's Purchase OptionPlacement Units, as applicable, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA and FINRA legal fees; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of a Participating Member); (viiix) all costs and expenses of the preparationCompany associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other costs and reasonable legal or due diligence expenses customarily borne incurred by an issuer the Company or Chardan incident to the performance of its their obligations hereunder hereunder, which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, as agreed to by the Company in writing; provided that the aggregate amount of these reimbursable expenses shall not exceed $180,000. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the prior consent Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $180,000. Notwithstanding the Companyforegoing, othersany advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA (including fees and expenses of counsel to the Representative and all Public Offering System filing fees); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) the preparation, binding and delivery of transaction "bibles," bound volumes in form and style reasonably satisfactory to the Representative Chardan and 12 transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by Chardan; (x) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the fees and expenses of the Representative’s Counsel; (xiii) a $50,000 advance paid upon the execution of the engagement letter (which shall be reimbursable to the extent not actually incurred); and (viiixiv) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm 3.10.1, with all of the Representative's choice that conducted an investigation of the principals of the Company’s out-of-pocket expenses under sub-sections 3.10.1(viii)-(xiii) not to exceed $150,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the CompanyOffering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, othersexcept as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for of the Representative's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Representative and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $25,000 for the cost of the an investigative search firm of the Representative's choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with the prior consent including, without limitation, its legal fees (up to a maximum of the Company, others$100,000) and disbursements and "road show" and due diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Class A Ordinary Shares and Rights included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant rights agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and rights agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, Units and the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; Representative (vii) the preparation, binding none of which will be received or paid on behalf of an “underwriter and delivery related person” as such term is defined in Rule 5110 of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the RepresentativeFINRA’s Rules); and (viiiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative associated with “road show” marketing and “due diligence” trips for the cost Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; provided, however, that the Company shall not reimburse any costs and expenses incurred by the Underwriters other than the fee of $75,000 for the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyQIU pursuant to Section 1.5 above. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Stock, Warrants and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters for clearing FINRA in an amount equal to $20,000; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative, which payment shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Ordinary Shares, and the Rights included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Mxxxx’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Mxxxx; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Mxxxx’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $115,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of preparing, printing and mailing the "Preliminary Blue Sky Memorandum," , and all amendments and supplements thereto, fees and disbursements of Xxxxxxxxx Traurig, LLP, counsel for the Counsel to the Underwriters retained for such purpose (“Xxxxxxxxx”) (such fees shall be capped at $35,000 $ in the aggregate (of which $5,000 $ has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counseldisbursements) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative; , (vii) the preparation, binding and delivery of transaction "“bibles," ” in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.13.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative engage and pay up to $ for the cost of the an investigative search firm of the Representative's ’s choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. If the Offering is successfully consummated, any such amounts paid to the search firm by the Company pursuant to the immediately preceding sentence shall be credited against the Representative’s nonaccountable expense allowance (described below in Section 3.13.2). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses, with the prior consent including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses. The Representative shall retain such part of the Companynonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, otherssubject to the preceding sentences, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Class A ordinary shares, and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); and (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the Representative; Representative (viinone of which will be received or paid on behalf of an underwriter and related person) (vi) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (vii) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees (viii) a $50,000 advance paid in two installments, $25,000 upon the Representativeexecution of the engagement letter (which shall be reimbursable to the extent not actually incurred) and $25,000 concurrently with the filing of the Registration Statement with the Securities and Exchange Commission (collectively, the “Advance”) ; and (viiiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm 3.12.1, with all of the Representative's choice that conducted an investigation of the principals of the Company’s out-of-pocket expenses under this Section 3.12.1 not to exceed $150,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the CompanyOffering payable to the Company shall not exceed $150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, othersexcept as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out of pocket accountable expenses actually incurred by the Representative up to an aggregate amount of $150,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other costs and reasonable legal or due diligence expenses customarily borne incurred by an issuer the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others3.10.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all fees and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, any Preliminary Prospectus, the Sale Preliminary and final Prospectuses Prospectus and the printing Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the certificates for the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionOption (including underlying Representative's Securities), including any transfer or other taxes payable thereon; (iii) the qualification listing of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveyon AMEX; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDNASD (including all COBRADesk fees); (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative not to exceed $40,000 in the aggregate; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (viiviii) the preparation, binding and delivery of transaction "bibles," leather bound volumes in form and style reasonably satisfactory to the Representative and transaction lucite Lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (ix) all costs and expenses associated with "road show" marketing and "due diligence" trips for the Company's management to meet with prospective investors, including without limitation, all travel, food and lodging expenses and preparation of materials and investor presentations associated with such trips; and (viiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.11.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Maxim Group LLC _________________, 2007 Page 25 of 50 Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative and, with the prior consent of the Company, and others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Class A Ordinary Shares and the Warrants Rights included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees and FINRA’s review, not to exceed $26,375); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the RepresentativeCompany’s directors, director nominees and executive officers as requested by the Representative (not to exceed the lesser of $2,000 per principal and $20,000 in the aggregate); (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.12.1; provided, however, that it will reimburse Representative for such fees and expenses shall not exceed $100,000 in the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Companyaggregate (less any amounts previously paid). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses in sections (i)-(vi), (ix) and (x) set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus contained therein and final Prospectuses amendments thereto, post-effective amendments and supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Kingswood’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Kingswood; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative or a background search firm acceptable to the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Kingswood’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $150,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants Rights included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) all fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativeexecutive officers; and (viiixi) all other costs the preparation of leather bound volumes and expenses customarily borne by an issuer incident to lucite cube mementos in such quantities as the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13Underwriter may reasonably request. The Company also agrees that it will shall reimburse the Representative for all reasonable documented out-of-pocket accountable expenses incurred by the cost Representative in connection with the Offering, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $175,000. It is acknowledged that the investigative search firm of Company already paid $50,000 to the Representative's choice , which shall be credited against the aggregate amount of $175,000. To the extent that conducted an investigation of the principals of Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Co-Representatives' Purchase Option, including any transfer or other taxes payable thereon; , (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of preparing, printing and mailing the "Preliminary Blue Sky Memorandum," , and all amendments and supplements thereto, fees and disbursements of Kirkpatrick and Lockhart Nicholson Graham LLP, counsel for the Counsel to the Underwriters retained for such purpose thx Xxxxxxxxxers (such fees "XXXXXXXRICK") (sxxx xxxx shall be capped at $35,000 _____ in the aggregate (of which xx xxxxx $5,000 _____ has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counseldisbursements) incurred in registering the Offering with the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparationCompany’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery lodging expenses associated with such trips; (x) up to $50,000 in fees, expenses and disbursements relating to background checks of transaction "bibles," in form the Company’s directors, director nominees and style reasonably satisfactory executive officers; (xi) all reasonable costs and expenses related to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative’s road show; (xii) all of Representative’s legal expenses; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees 3.8.1; provided, however, that it will reimburse Representative for all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the cost of Underwriters shall not exceed $120,000 in the investigative search firm of aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the Representative's choice that conducted an investigation of the principals of the Companyextent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent of the Company, othersCompany in writing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Warrants, the Rights, and the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase OptionPrivate Units, including any transfer or other taxes payable thereonas applicable; (iiiiv) if the Public Securities are not listed on the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA and FINRA-related legal fees; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of a Participating Member; (viiix) all costs and expenses of the preparationCompany associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, binding including without limitation, all travel, food and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representativelodging expenses associated with such trips; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.11.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the CompanyOffering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, othersexcept as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $40,000. Notwithstanding the foregoing, any advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $125,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at of $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative and, with the prior consent of the Company, others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, and the Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation, binding and delivery preparation of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes a Lucite cube or similar commemorative items in a style and quantity as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (viiix) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that the fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company (or otherwise reimbursed by the Company to Maxim) shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Underwriters’ Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Chardan, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Chardan’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees of Representative's counsel and disbursements for the Representative's counsel) expenses incurred in registering the Offering with the NASDFINRA (including fees and expenses of counsel to the Representative and all Public Offering System filing fees); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Representative; (ix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) the preparation, binding and delivery of transaction "bibles," bound volumes in form and style reasonably satisfactory to the Representative Chardan and transaction lucite cubes or similar commemorative items in such quantities and a style and quantity as reasonably requested by Chardan; (xi) all costs and expenses associated with “road show” marketing and “due diligence” trips for the RepresentativeCompany’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xii) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.12.1; provided that the Company also agrees that it will shall not reimburse the Representative for the cost out-of-pocket accountable expenses in excess of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company$50,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing. If the Offering is not consummated for any reason whatsoever, except as a result of the CompanyRepresentative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, othersthen the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. Additionally, upon any such termination, the Representative shall return to the Company any portion of the Advance previously recieved by the Representative (of which $50,000 has previously been paid (“Advance”)) in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Class A Ordinary Shares and Warrants included in the Units and the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for counsel of the Counsel to the Underwriters Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person), i-Deal system, and filing fees (including SEC filing fees); (vii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes Lucite cube or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Company, othersOffering payable to the Company shall not exceed $150,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Class A Common Stock Stock, and the Warrants included in the Units and the Representative's Purchase OptionIssuance Shares, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters counsel of Maxim’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company's ’s expenses associated with "“road show” marketing “due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an underwriter and related person); (vii) transfer taxes payable upon the preparationsale, binding and issuance or delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Securities, and (viii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The In addition, the Company also agrees that it will pay or reimburse Representative the Representative, up to $25,000, in the aggregate, for the cost actual and reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of the investigative search firm its obligations under this Agreement, including (i) travel, lodging and other “road show” expenses, (ii) reasonable legal fees and expenses of the Representative's choice that conducted an investigation ’s legal counsel incurred in connection with the offering contemplated by this Agreement, (iii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the principals of Representative, and (iv) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth above in this Agreement the immediately preceding sentence to be paid by the Company to the Representative andRepresentative, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $25,000 in the aggregate (less any amount previously paid by the Company, others).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Prospectus and/or the final Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters Representative's counsel retained for such purpose (such fees fees, but not disbursements, shall be capped at $35,000 in the aggregate (of which $5,000 15,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb the Representative's counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDNASD (including all COBRADesk fees); (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative not to exceed $35,000 in the aggregate; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company's expenses associated with "due diligence" meetings arranged by the Representative; (viiviii) the preparation, binding and delivery of transaction "bibles," closing documents in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (ix) all costs and expenses associated with "road show" marketing and "due diligence" trips for the Company's management to meet with prospective investors, including without limitation, all reasonable travel, food and lodging expenses associated with such trips; and (viiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company3.13.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement above to be paid by the Company to the Representative andand others upon the Company's receipt from underwriter of prior written documentation of such expenses. The Company also agrees that, with if requested by the prior consent Representative, it will engage and pay for an investigative search firm of the CompanyRepresentative's choice to conduct an investigation of the principals of the Company as shall be selected by the Representative. If the Offering is successfully consummated, othersany amounts paid by the Company in connection with such investigative search firm shall be credited against the non-accountable expenses to be paid to the Representative pursuant to Section 3.13.2 hereof. If the Offering is not consummated for any reason whatsoever, except as a result of the Representatives or any Underwriter's breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for their out of pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and final Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Counsel to the Underwriters retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for of the Representative's counsel) incurred in registering the Offering with the NASD; , (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company's expenses associated with "due diligence" meetings arranged by the Representative; Representative and (vii) the preparation, binding and delivery of transaction "bibles," in form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.133.12.1. The Company also agrees that that, if requested by the Representative, it will reimburse Representative for the cost engage and pay up to $5,000 per principal of the Company for an investigative search firm of the Representative's choice that conducted to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in this Agreement to be paid by the Company to the Representative andand others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their actual accountable out of pocket expenses, with the prior consent including, without limitation, its legal fees (up to a maximum of the Company, others$100,000) and disbursements and "road show" and due diligence expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and final Prospectuses Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock Ordinary Shares, Rights and the Warrants included in the Units and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, and fees and disbursements for the Counsel to the Underwriters counsel of Representative’s choice retained for such purpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Surveypurpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with the NASDFINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xii) the preparation, binding preparation of leather bound volumes and delivery of transaction "bibles," lucite cube mementos in form and style such quantities as the Underwriter may reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; request and (viiixiii) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The 3.10.1 that the Underwriters have notified the Company also agrees that it will reimburse Representative for about on or prior to the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the CompanyClosing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth in this Agreement above to be paid by the Company to the Representative andand others, with as agreed to by the prior consent Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its reasonable documented out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $100,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company, others.