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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockOrdinary Shares; (jk) fees and expenses of the warrant agent under the Warrant Agent Agreement and the fees and expenses of the Depositary under the Deposit Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of counsel to the Representative Counsel not to exceed $125,000Underwriters; and (p) the Underwritercost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (r) the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) legal fees and (p) and shall be $175,000related expenses. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockStock and fees and expenses of the warrant agent under the Warrant Agent Agreement; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of the Representative Counsel not to exceed $125,000Counsel; and (po) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) all of the foregoing fees and (p) and shall be $175,000expenses. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of Representative Counsel; (q) the Representative Counsel not cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (ps) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation, expenses related to the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. “road show.” 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreementsuch term is defined in Section 8.3 hereof). The Company previously paid further agrees that, in addition to the Representative an advance in foregoing expenses, on the amount of $15,000 to be applied towards accountable expenses due and payable Closing Date, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Public Securities.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones in an amount not to exceed $7,500, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (pr) up to $20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Underlying Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (ig) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and appointment of the Transfer Agent as the transfer agent and warrant for the shares of Common Preferred Stock; (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s accountants; (nj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ok) the fees and expenses Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Representative Counsel not to exceed $125,000Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (pn) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 and shares of Common Stock to be sold in issuable upon exercise of the Offering (including the Over-allotment Shares) Representative’s Warrant Agreement with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities and shares of Common Stock issuable upon exercise of the Representative’s Warrant Agreement on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel); (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Surveys, if any, and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (jf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) a maximum of $150,000 for fees and expenses including “road show,” diligence and reasonable legal fees and disbursements for the Representative’s counsel; (i) all Public Filing System filing fees associated with the review of the Offering by FINRA; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (ge) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (n) the fees and expenses of AFS; (o) all fees, expenses and disbursements relating to background checks of the Representative Counsel not to exceed $125,000Company’s officers and directors; and (p) the Underwritercost for the Underwriters’ use of IPreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (q) the Underwriters’ actual accountable “road show” expenses for the Offering; provided, provided that the maximum reimbursable amount that payable to the Company Underwriters pursuant to (m)-(q) above shall pay for items (d), (k), (l), (o) and (p) and shall be not exceed $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), 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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directorsentities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockShares; (jk) fees and expenses of the warrant agent for the Warrants; (l) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (pq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $15,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; Offering (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest up to $2,500; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,00075,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charges by The Depository Trust for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directorsentities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states states, if applicable, and other jurisdictions as the Representative ThinkEquity may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, the Underwriting this 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 Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm as set forth in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriters’ legal counsel not to exceed $125,000150,000; and (pq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) $10,000 for data services and communications expenses; (r) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (ps) up to $30,000 of the Representative’s market making and shall be $175,000trading, and clearing firm settlement expenses for the Offering. 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 herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3(c).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; (o) the costs associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses. The expenses for to be paid by the Offering; providedCompany and reimbursed to the Underwriters under this Section 3.10 shall not exceed $150,000. In addition, that the maximum amount that the Company shall pay be responsible for items (d)all fees, (k), (l), (o) expenses and (p) disbursements relating to background checks of the Company’s officers and shall be directors in an amount not to exceed $175,0007,500 in the aggregate. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the any Option Closing Date, if anyas the case may be, 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 toas follows: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; , (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) FINRA and all fees and expenses relating to the listing of such Public Securities the Shares on the Exchange NASDAQ and such other stock exchanges as the Company and the Representative together determine; , (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; directors in an amount not to exceed $5,000 per individual and $30,000 in the aggregate, (ed) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designatedesignate (including, as applicable; without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate; , (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any “Blue Sky Surveys Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power related Powers of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto thereto, and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; , (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Public Securities; Shares, (i) the fees and expenses of the transfer agent for the shares of Common Stock; Transfer Agent referred to in Section 3.15 hereof, (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; , (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials materials, as well as commemorative lucite mementosmementos and Lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; , (ml) the fees and expenses of the Company’s accountants; , (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; , (n) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) the fees and expenses up to $10,000 of the Representative Counsel not to exceed $125,000; and (p) the UnderwriterRepresentative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the UnderwritersAny expenses, other than amounts already advanced the payment to the Representative as be made pursuant to clause (d) above, shall be subject to prior approval of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to Company, which approval shall not be applied towards accountable expenses due and payable to the Representativeunreasonably withheld, conditioned or delayed.

General Expenses Related to the Offering. The Subject to the provisions of Section 3.10.3, 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, an amount equal to the sum of all documented out-of-pocket and other 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directorsentities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification qualification, if required, of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000; the parties recognize, however, that the Underwriter will incur no such blue sky counsel fees if and to the extent the Securities are listed on the Exchange); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions jurisdictions, if required as reasonably designated by the Representative may reasonably designateUnderwriter and agreed by the Company; (g) the costs of all printing and mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, and the Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockSecurities as well as for the clearing firms that will transfer the Securities to the investors therein; (jk) any stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) to the extent approved by the Company in writing, the costs associated with one set of bound volumes post-Closing advertising the Offering in the national editions of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestWall Street Journal and New York Times; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses up to $25,000 of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) the reasonable fees and shall be expenses of the Underwriter’s legal counsel not to exceed $175,00030,000; (q) reasonable travel expenses; and (r) reasonable clearing DTC charges. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities with the Commission; (b) all FINRA Public Filing System Offering filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of such Public Securities the Ordinary Shares on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Offering; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gf) 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 Representative may reasonably deem necessaryOffering documents; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Public Securities from the Company to the UnderwritersUnderwriter; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; and (ni) the $125,000 for reasonable legal fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the disbursements for Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000counsel. The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the UnderwritersUnderwriter, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance provided, however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriter pursuant to the RepresentativeSection 8(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares, Warrant Shares and Underwriter’s Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (ge) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the Underwriters’ costs of mailing prospectuses to prospective investors; and (m) up to $130,000 for the Underwriters’ accountable expenses, including the fees and expenses of the Representative Counsel not to exceed $125,000; EGS, its use of i-Deal’s book-building, prospectus tracking and compliance software (por other similar software) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of Representative Counsel; (o) the Representative Counsel not to exceed $125,000cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum amount that Company’s obligations to reimburse the Company Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay for items (d)not exceed $100,000 in the aggregate, (k), (l), (o) including but not limited to the legal fees and (p) and shall be $175,000road show expenses as described therein. 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 herein to be paid by the Company to the Underwriters, Underwriters other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 up to an aggregate of $125,000 of 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel not to exceed $125,000Representative’s legal counsel; and (pq) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) data services and communications expenses; (s) the Representative’s actual accountable “road show” expenses; and (t) the Representative’s market making and trading, and clearing firm settlement expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate ; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of Representative Counsel; (q) the Representative Counsel not cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (ps) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) legal fees and (p) and shall be $175,000related expenses. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (f) all fees, fees and expenses associated with the i-Deal system and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designateNetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) 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 Representative may reasonably deem necessary; (hi) the costs and expenses of the Company’s public relations firm; (j) the costs of preparing, printing and delivering certificates representing the Public Securities; (ik) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockSecurities; (jl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; and (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (o) the including legal fees and expenses expenses) of the Representative Counsel not incurred as a result of providing services related to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that with the aggregate maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall expense allowance to be capped at $175,000220,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, other than amounts already advanced in addition to the expenses payable pursuant to this Section 4(d), at the Closing it will pay to the Representative as a non-accountable expense allowance equal to one percent (1%) of the date gross proceeds received by the Company from the sale of this Underwriting Agreement. The Company previously paid the Representative an advance in Closing Securities by deduction from the amount proceeds of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeOffering.

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: (ai) all filing fees and communication expenses relating to the registration of the shares of Common Stock Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (bii) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine; (diii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual; (eiv) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (fv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire agreement and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (hviii) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (iix) fees and expenses of the transfer agent for the shares of Common StockShares; (jx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lxi) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mxii) the fees and expenses of the Company’s accountants; (nxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (oxiv) the fees Underwriters’ use of i-Deal’s book-building, prospectus tracking and expenses of compliance software for the Representative Counsel not to exceed $125,000Offering; and (pxv) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that (xvi) the maximum amount that the Company shall pay for items (d), (k), (l), (o) Underwriters’ costs of mailing prospectuses to prospective investors; and (pxvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and shall New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $175,00010,000; the remaining balance will be borne by the Underwriters. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 and 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Firm Shares with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineCompany’s Ordinary Shares; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative representative may reasonably designatedesignate (including, as without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities under the securities laws of such foreign jurisdictions as the Representative representative may reasonably designate; (ge) 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 Representative may reasonably deem necessaryoffering documents; (hf) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwritersunderwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) all filing fees and communication expenses associated with the review of this offering by FINRA; and (i) other expenses, considering that a total amount of all fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable including “road show,” expenses diligence, and reasonable legal fees and disbursements for the Offering; provided, that the maximum amount that the Company underwriters’ counsel shall pay for items (d), (k), (l), (o) and (p) and shall be not exceed $175,000100,000. 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, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter; provided, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriter pursuant to the RepresentativeSection 8.3 hereof.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock and Warrants on the Exchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on The NASDAQ Capital Market, the NYSE MKT or the Over-The-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for Transfer Agent and the shares of Common StockWarrant Agent; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) up to $2,500 for the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,00075,000; (p) $29,500 for cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (pq) up to $20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determineNasdaq; (d) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gf) 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the Company’s public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (i) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (om) the Underwriters’ costs of mailing prospectuses to prospective investors; (n) up to $150,000 for the fees and expenses of EGS (provided that if this Agreement is terminated in accordance with the Representative Counsel terms hereof and the Offering is not to exceed consummated, the Company shall only be responsible for payment of $125,00050,000 of the fees and expenses of EGS); and (po) up to $50,000 for the UnderwriterUnderwriters’ accountable expenses, including its use of i-Deal’s actual accountable “road show” expenses book-building, prospectus tracking and compliance software (or other similar software) for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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: (ai) all filing fees and communication expenses relating to the registration of the shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $5,000); (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $2,500 in the aggregate; (ev) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (fvi) if necessary, all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) 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 Representative may reasonably deem necessary; (hviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (iix) fees and expenses of the transfer agent for the shares of Common Stock; (jx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lxi) the costs associated with one set of bound or compact-disc volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $3,000 in the aggregate; (mxii) the fees and expenses of the Company’s accountants; (nxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (oxiv) the fees $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and expenses of compliance software for the Representative Counsel not to exceed $125,000Offering; and (pxv) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that if the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000Offering is consummated. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (f) all fees, fees and expenses associated with the i-Deal system and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designateNetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) 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 Representative may reasonably deem necessary; (hi) the costs and expenses of the Company’s public relations firm; (j) the costs of preparing, printing and delivering certificates representing the Public Securities; (ik) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockSecurities; (jl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; and (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (o) the including legal fees and expenses expenses) of the Representative Counsel not incurred as a result of providing services related to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that with the aggregate maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall expense allowance to be capped at $175,00075,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Ordinary Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign other jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockOrdinary Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000100,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000150,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Shares and shares subject to the Representative’s Warrant) with the Commission; Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) FINRA; all fees and expenses relating to the listing of such Public Securities Closing Shares the Option Shares, and the shares subject to the Representative’s Warrant on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; determine in good faith; (dc) all fees, expenses expenses, and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicable; without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys “blue sky” surveys and, if appropriate, any Agreement Among agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; necessary; (he) the cost and expense of the public relations firm referred to in Section 4.20 of this Agreement; (f) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; Securities; (ig) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stock; any instruction letter delivered by the Company); (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s accountants; accountants; (nj) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (ok) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) all fees, expenses, and disbursements relating to background checks of the Company’s officers and directors; (m) the fees and expenses associated with the Underwriters’ use of the Representative Counsel not to exceed $125,000an electronic road show service; and (pn) the UnderwriterCompany’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), Offering and (o) preparation of leather-bound volumes and (p) and shall be $175,000Lucite Cube mementos in such quantities as the Representative may reasonably request. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses, and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 actual out-of-pocket 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000100,000; and (pq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; (s) up to $10,000 of ThinkEquity’s actual accountable “road show” expenses; and (t) up to $30,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering; . It is agreed that the total reimbursable expenses to the Underwriters shall not exceed $175,000 (provided, however, that such expense cap in no way limits or impairs the maximum amount that the Company shall pay for items (dindemnification or contribution provisions of this Agreement), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option each Over-Allotment 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 shares of Common Stock securities to be sold in the Offering (including the Over-allotment Allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares and Over-Allotment Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities such securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this 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 Representative may reasonably deem necessary; (he) the costs of preparing, printing and delivering certificates representing the Public Securitiessecurities; (if) fees and expenses of the transfer agent Transfer Agent for the shares securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; and (ni) the a maximum of $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000Underwriters’ counsel. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option each Over-Allotment Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockSeries B Preferred Stock and the Warrants; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date Date, in such quantities as the Representative may reasonably request, not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (pr) up to $15,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that provided the maximum total amount that of such reimbursement to be provided by the Company for all such expenses shall pay for items (d), (k), (l), (o) and (p) and shall be not exceed $175,000130,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; (b) all FINRA Public Filing System Offering filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of such Public Securities the Company’s equity or equity-linked securities on the Exchange and such other stock exchanges as the Company and the Representative together determinean Exchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities and the Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of Public Securities and the Public Representative’s Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessaryOffering documents; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Public Securities and the Representative’s Securities from the Company to the Underwriters; and (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters; provided, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3 hereof.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) fees and expenses of the warrant agent under the Warrant Agent Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of Representative Counsel; (q) the Representative Counsel not cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (ps) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) legal fees and (p) and shall be $175,000related expenses. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives 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 Representative Representatives may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably requestrequest up to $2,500; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,00060,000; and (p) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; and (q) the $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and ), (p) and (q) shall be $175,000127,500. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative Representatives as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Firm Shares to be sold in the Offering (including the Over-allotment SharesOption) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common StockStock and warrant agent for the Warrants; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (om) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses and legal expenses for the Offering; provided, that including any fees for presentations at investor conferences such as LD Micro. Notwithstanding anything to the contrary, the maximum amount that of reimbursable expenses payable to the Company shall pay for items Representative pursuant to subsections (d), (k), (l), (o) and (pm) and shall be not exceed $175,000150,000, less $25,000 which has previously been paid to 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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: (ai) all filing fees and communication expenses relating to the registration of the shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (bii) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities the Common Stock on The Nasdaq Capital Market, The Nasdaq Global Market, the Exchange Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (div) all fees, expenses and disbursements relating to the background checks of the Company’s officers officers, directors and directorsentities in an amount not to exceed $15,000 in the aggregate; (ev) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states states, if applicable, and other jurisdictions as the Representative may reasonably designate, as applicable; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys andSurveys, if appropriate, any Agreement Among Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, the Pre-Funded Warrants and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (hviii) the costs and expenses of a public relations firm; (ix) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ix) fees and expenses of the transfer agent for the shares of Common StockPublic Securities; (jxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mxii) the fees and expenses of the Company’s ’ accountants; (nxiv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (oxv) the fees and expenses of the Representative Counsel not to exceed $125,000; and (pxvi) the Underwriter$29,500 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (xvii) $10,000 for data services and communications expenses; (xviii) up to $10,000 of the Representative’s actual accountable “road show” expenses; and (xix) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offeringoffering; provided, however, that the maximum amount that the Company shall pay for items fees set forth under clauses (div), (kxv), (lxvi), (oxvii), (xviii) and (pxix) and in this Section 3.10.1, collectively shall be not exceed $175,000160,000. 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 herein (less the Advance) to be paid by the Company to the Underwriters; provided however, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3(c).

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Shares with the Securities and Exchange Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by DTC; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities Shares under the “blue sky” or securities laws of such states of the United States of America and other jurisdictions as designated by the Representative may reasonably designateRepresentatives, as applicableincluding the reasonable fees and expenses of blue sky counsel to the Representatives; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as reasonably designated by the Representative may reasonably designateRepresentatives; (ge) the costs of all mailing and printing of documents relating to the underwriting documents Offering (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 Representative Representatives may reasonably deem necessary); (hf) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the our transfer of securities from the Company Public Shares to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (oi) all filing fees and communication expenses associated with the review of the Offering by FINRA; (j) expenses incurred by the Underwriters for any roadshow for the Offering up to $10,000; (k) the fees cost associated with the Representatives’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering up to $29,500; (l) all fees, expenses and disbursements relating to background checks of directors and officers of the Representative Counsel Company in an amount not to exceed $125,00010,000 in the aggregate; and (pm) the Underwriter’s actual accountable “road show” expenses for costs associated with bound volumes of the Offeringoffering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; (n) the fees of counsel to the Underwriters in an amount not to exceed $140,000; provided, that the maximum amount that Company agrees to pay the fees of external counsel legal costs to the underwriters regardless of whether the Offering is consummated, and provided further that, in the event there is not a Closing, the Company shall pay the actual expenses incurred by the Underwriters for items (d), (k), (l), (o) and (p) and shall be such legal counsel up to $175,00050,000. The Representative Company shall also pay to the Representatives a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering at Closing. The 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed US$15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockShares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed US$3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000US$115,000; (q) the US$29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) US$10,000 for data services and communications expenses; and (ps) up to US$20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockPublic Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set post-closing advertising the Offering in the national editions of the Wall Street Journal and New York Times, (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (o) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,00075,000; and (p) the Underwriter$29,500 cost associated with the use if Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Representatives actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and . The aforementioned Representative’s expenses shall be limited to a maximum of $175,000125,000 in the aggregate. 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 herein to be paid by the Company to the Underwriters; provided, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3 hereof.

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 shares of Common Stock Public Securities and the Representative’s Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockPublic Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel not to exceed $125,000Underwriters’ legal counsel; (q) the cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) data services and communications expenses; and (ps) the Underwriter’s Underwriters’ actual accountable “road show,” market making and trading, and clearing firm settlement expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum amount that Company’s obligations to reimburse the Company Underwriters for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay for items (d)not exceed $150,000 in the aggregate, (k), (l), (o) including but not limited to the reasonable legal fees and (p) and shall be $175,000road show expenses as described therein. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,00075,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000150,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 25,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, it being agreed that such fees shall be limited to $5,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials materials, as well as the costs associated with commemorative mementos and lucite mementostombstones in an amount not to exceed $3,000 in aggregate, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (p) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) $10,00 for data services and communications expenses; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gf) 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’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (li) the costs associated with one electronic set of bound volumes of closing documents for the public offering materials Underwriter as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (mk) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (om) the fees and expenses of the Representative Counsel Underwriter’s legal counsel not to exceed $125,000; (n) $10,000 for data services and communications expenses; and (po) up to $30,000 of the Underwriter’s actual accountable out-of-pocket “road show” and marketing expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the UnderwritersUnderwriter, other than amounts already advanced to provided, however, the Representative as aggregate of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of all such expenses will not exceed $15,000 to be applied towards accountable expenses due and payable to the Representative200,000.

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: (ai) all filing fees and communication expenses relating to the registration of the shares of Common Stock and Warrants to be sold in the Offering (including the Over-allotment SharesSecurities) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange NYSE American and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (ev) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) 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 Representative may reasonably deem necessary; (hviii) the costs and expenses of a public relations firm; (ix) the costs of preparing, printing and delivering certificates representing the Public Securities; (ix) fees and expenses of the transfer agent for the shares of Common StockStock and Warrants; (jxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lxii) the costs associated with one set post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (xiii) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mxiv) the fees and expenses of the Company’s accountants; (nxv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (oxvi) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (pxvii) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (xviii) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the shares of Common Stock included in the Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrant Agreement, the Warrant, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent for the shares of Common StockStock and the Preferred Stock and the Warrant Agent for the Warrants; (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lj) the costs associated with one set post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (k) the costs associated with bound volumes of the public offering materials as well as commemorative lucite mementosmaterials, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (on) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (p) 50,000. Notwithstanding the Underwriterforegoing, the Company’s actual accountable “road show” obligations to reimburse the Representative for any out-of-pocket expenses for actually incurred as set forth in the Offering; providedpreceding sentence shall not exceed $72,000 in the aggregate, that including but not limited to the maximum amount that legal fees of the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000Representative’s legal counsel. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares, Closing Warrants, Option Warrants, Closing Warrant Shares, and Option Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel), it being understood that no such fees, expenses or disbursements shall be payable so long as applicablethe Common Stock continues to be listed on a Trading Market; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as to which the Representative may reasonably designateCompany shall have consented in writing; (ge) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs of preparing, printing and delivering certificates representing the Public Securities; (if) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; (ni) the necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativesin connection with the Offering in a maximum amount of $150,000; (oj) the Underwriters’ costs of mailing prospectuses to prospective investors in connection with the Offering; and (k) a maximum of $2,500 for the fees and expenses associated with the Underwriters’ use of the Representative Counsel not to exceed $125,000; i-Deal’s book-building, prospectus tracking and compliance software (por other similar software) the Underwriter’s actual accountable “road show” expenses for the Offering; provided. For the sake of clarity, that the maximum amount it is understood and agreed that the Company shall pay be responsible for items (dthe Underwriters’ external counsel legal costs detailed in this Section 4.6(d), irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event there is not a Closing. Also, if a Closing occurs, one percent (k), (l), (o1%) and (p) and of the gross proceeds of the Offering shall be $175,000provided to the Representative for non-accountable expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or the Option Closing Datedate of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that all costs and expenses pursuant to this Section 4.6(d) that are incurred by the Underwriters in connection with the Offering and for which the Company shall be responsible, other than amounts already advanced to the Representative as fees and expenses described in clause (k) above, shall not exceed $150,000, in the aggregate, in the event of a Closing of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeOffering.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate ; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of Representative Counsel; (q) the Representative Counsel not cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (ps) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) legal fees and (p) and shall be $175,000related expenses. 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 herein to be paid by the Company to the UnderwritersUnderwriters from the flow of funds relating to such Closing Date or Option Closing Date, other than amounts already advanced to as the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativecase may be.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares, Common Warrants, Option Warrants and Warrant Shares on the Canadian Securities Exchange and such Trading Market in the United States as the Company's Common Shares are listed for trading, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (fc) all fees, expenses and disbursements relating to the registration, registration or qualification or exemption of the Public such Securities under the "blue sky" securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gd) 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 Representative may reasonably deem necessary; (he) the costs and expenses of the Company's public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (ig) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jh) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s 's accountants; (nj) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; (ok) the fees and expenses Underwriters' costs of the Representative Counsel not mailing prospectuses to exceed $125,000prospective investors; and (pl) the Underwriter’s actual accountable “road show” expenses for costs associated with advertising the Offering; provided, that Offering in the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative may deduct from the net proceeds national editions of the Offering payable to the Company on Wall Street Journal and New York Times after the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares Public Securities, the Representative’s Warrants and the Common Shares issuable upon exercise of Common Stock to be sold in the Offering (including the Over-allotment Shares) Representative’s Warrants with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities and Common Shares issuable upon exercise of the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel); (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Surveys, if any, and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (jf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) the fees and expenses of the transfer agent and warrant agent; (i) a maximum of $125,000 for fees and expenses including “road show,” diligence and reasonable legal fees and disbursements for the Representative’s counsel; (i) all Public Filing System filing fees associated with the review of the Offering by FINRA; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; (o) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (p) $10,000 for data services and communications expenses; and (q) up to $20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum aggregate amount that of fees and expenses payable or reimburseable to the Company Representative shall pay for items (d), (k), (l), (o) and (p) and shall be not exceed $175,000220,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charges by The Depository Trust for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing (if any) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of a public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ih) fees and expenses of the transfer agent for the shares of Common Stock; (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lj) the costs associated with one set of bound volumes post-Closing advertising the Offering in the national editions of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestWall Street Journal and New York Times; (mk) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (om) the fees and expenses of the Representative Counsel Underwriters’ legal counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3(c).

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 and shares of Common Stock to be sold in issuable upon exercise of the Offering (including the Over-allotment Shares) Representative’s Warrant Agreement with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under and shares of Common Stock issuable upon exercise of the “blue sky” securities laws of such states and other jurisdictions as Representative’s Warrant Agreement on the Representative may reasonably designate, as applicableExchange; (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions, including foreign jurisdictions jurisdictions, as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel); (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Surveys, if any, and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (je) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mf) the fees and expenses of the Company’s accountants; (ng) a maximum of $175,000 for fees and expenses including “road show,” diligence and reasonable legal fees and disbursements for the Representative’s counsel; (h) all Public Filing System filing fees associated with the review of the Offering by FINRA; (i) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ok) the costs and expenses of the public relations firm referred to in Section 3.8; and (l) fees and expenses of the Representative Counsel not to exceed $125,000; and (p) warrant agent under the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000Warrant Agency Agreement. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common StockShares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (o) the fees and expenses up to $50,000 of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s Underwriters’ actual accountable “road show” out-of-pocket expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Shares to be sold in the Offering (including the Over-allotment SharesOption) with the Commission; (b) all Public Filing System public filing system filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (i) fees and expenses of the transfer agent for the common shares of Common Stockthe Company; (j) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (om) the fees and expenses of the Representative Representative’s Counsel not to exceed $125,000and (n) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that with all of the maximum amount that the Company shall pay for items Underwriters’ out-of-pocket expenses under sub-sections 3.10.3 (d), (km), (l), (on) and (p) and not to exceed $125,000. The $50,000 advance previously paid to the Representative (the “Advance”) shall be $175,000applied towards the out-of-pocket expenses set forth in sub-section 3.10.3(p) and any portion of the Advance shall be returned back to the Company to the extent 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 expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Shares to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockShares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel not to exceed $125,000Representative’s legal counsel; and (pq) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) for data services and communications expenses; (s) ThinkEquity’s actual accountable “road show” expenses; and (t) ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters. Notwithstanding the foregoing, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards total accountable expenses due and payable to the Representativeshall not exceed $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, all expenses related to the extent not paid at the Closing Date, all expenses Offering or otherwise 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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Firm Securities and with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine, including any fees charged by the DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Firm Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification qualification, or exemption of the Public Firm Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter 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 UnderwritersUnderwriter, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing printing, and delivering certificates representing the Public Firm Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of Underwriter’s Counsel; (p) the Representative Counsel not cost associated with the Underwriter’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (pr) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Underwriter for any out-of- pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed One Hundred Thousand Dollars ($100,000) in the aggregate for items legal fees and related expenses. Additionally, half of a percent (d), (k), (l), (o0.5%) and (p) and of the gross proceeds of the Offering shall be $175,000provided to XX Xxxxxx for nonaccountable expenses. 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, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter, other than less any amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativeadvanced.

General Expenses Related to the Offering. (i) 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the securities issued pursuant to the Transaction Documents on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) 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, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs of preparing, printing and delivering certificates representing the Public Securities; (if) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountantsaccountants and legal counsel; (ni) the fees and expenses of the Company’s Underwriters’ legal counsel and other agents and representatives; (oj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Representative Counsel not to exceed $125,000Offering; and (pm) the UnderwriterCompany’s actual accountable “road show” expenses for the Offering; provided. All of the reasonable and documented out-of-pocket expenses as identified above and any expenses paid on behalf of the Underwriters, that in connection with this Offering, shall not exceed $150,000 in the maximum amount that aggregate ($25,000 of which has been paid prior to the Execution Date, of which any portion not used by the Underwriters shall be returned to the Company shall pay for items (dif the Offering is not completed), (k), (l), (o) and (p) and shall be $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Option Closing Date, if any, Underwriters incurred as a result of providing services related to the expenses set forth herein Offering to be paid by the Company to the Underwriters, other than amounts already advanced to Underwriters up the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance maximum specified in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativepreceding sentence.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; designate (gincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel in an amount not to exceed $15,000), (d) 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 Representative may reasonably deem necessary; (he) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (ig) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s accountants; and (nj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the documented expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board, as applicableand the reasonable fees upon the commencement of “blue sky” work by such counsel of up to $15,000; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; such costs not to exceed $2,000 (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (o) the fees and expenses of the Representative Representative’s Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,00050,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid Agreement without limiting the Representative an advance in generality of the amount of $15,000 to foregoing, the Advance will be applied towards debited against actual out-of-pocket accountable expenses due and payable to the Representativein accordance with FINRA Rule 5110(f)(2)(C).

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) fees and expenses of the warrant agent under the Warrant Agent Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of Representative Counsel; (q) the Representative Counsel not cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (ps) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d)fees and related expenses, (k)including but not limited to “road show”, (l), (o) diligence and (p) reasonable legal fees and shall be $175,000disbursements of Representative Counsel. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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 shares of Common Preferred Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Firm Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities Firm Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Firm Shares under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesFirm Shares; (i) fees and expenses of the transfer agent for the shares of Common Preferred Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of the Representative Counsel not to exceed $125,00075,000; and (po) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), n) and (o) and (p) and shall be $175,000250,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to (i) if the Offering is commenced on either the The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE, the Company will make a payment of $5,000 to such counsel at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockSecurities; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (l) up to approximately $3,000 for the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company Representative or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not Representative’s legal counsel up to exceed approximately of $125,00060,000; and (p) the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to approximately of $20,000 in marketing related expenses, including Underwriters’ actual accountable “road show” expenses for the Offering; provided, that Offering (with the maximum amount that aggregate of the Company shall pay for items (d), (k), reimbursement pursuant to clause (l), (o) and ), (p) and shall be (q) not to exceed $175,000105,000). 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock and Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual or $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the OTCQB Marketplace, the Company shall 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 the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (om) the fees and expenses of the Representative Counsel Underwriters’ legal counsel not to exceed $125,00050,000; (n) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (po) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, 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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the shares of Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer and warrant agent for the shares of Units, the Common StockStock and the Warrants; (ji) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representativesRepresentative; and (ol) the due diligence fees and expenses of the Representative Counsel not to exceed $125,000; Underwriter (including, without limitation, domestic and (p) the Underwriterforeign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall aggregate expense reimbursement allowance will be $175,000100,000. The Representative Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance provided, however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) , and all fees and expenses relating to the listing of such Public Securities Firm Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; determine in good faith, if applicable; (dc) all fees, expenses expenses, and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicable; without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys “blue sky” surveys and, if appropriate, any Agreement Among agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Final Prospectuses as the Representative may reasonably deem necessary; necessary; (he) the cost and expense of the financial public relations firm referred to in Section 4.21 of this Agreement; (f) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; Securities; (ig) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stock; any instruction letter delivered by the Company); (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s accountants; accountants; (nj) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (ok) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) all fees, expenses, and disbursements relating to background checks of the Company’s officers and directors; (m) the fees and expenses associated with the Underwriters’ use of the Representative Counsel not to exceed $125,000; i-Deal system and Net Roadshow; and (pn) the UnderwriterCompany’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses, and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the UnderwritersUnderwriters; provided, other than amounts already advanced however, that all such costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $175,000, in the aggregate, if the Offering is closed, or $30,000 in the aggregate if the Offering is not closed. This $30,000 amount shall be inclusive of the $15,000 advance for accountable expenses previously paid by the Company to the Representative as of (the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative“Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel in an amount not to exceed $7,000); (gd) 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 Representative may reasonably deem necessary; (he) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (ig) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mi) the fees and expenses of the Company’s accountants; (nj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ok) the fees and expenses Underwriters’ costs of the Representative Counsel not mailing prospectuses to exceed $125,000prospective investors; and (pl) the Underwriter’s actual accountable “road show” expenses for costs associated with advertising the Offering; provided, that Offering in the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative may deduct from the net proceeds national editions of the Offering payable to the Company on Wall Street Journal and New York Times after the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 DateDate (in each case, if then due), 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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment SharesOption ADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and ADSs on the Exchange and such other stock exchanges as the Company and the Representative together determineNasdaqCM; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees), which will be the Representative’s counsel’s fees and expenses fixed at $25,000 payable to such counsel at Closing Date; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities ADSs from the Company to the Underwriters; and (kg) the cost associated with the Underwriter’s use of book-building and compliance software up to $100,000 for the Offering; (l) Representative’s “road show” expenses, legal expenses and additional diligence expenses not covered by this Section. Notwithstanding any provision of this Agreement to the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementoscontrary, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as not be required to reimburse the Representative may reasonably request; (m) or the fees Underwriters legal, due diligence and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses in excess of $125,000. Payment for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the UnderwritersUnderwriters shall be made on the Closing Date or Option Closing Date, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance applicable, by wire transfer in the amount of $15,000 to be applied towards accountable expenses due and Federal (same day) funds, payable to the order of the Representative, provided the Representative has previously delivered to the Company an adequate accounting of such 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 and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Registration Statement, Preliminary Prospectus, the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the CommissionProspectus and Form F-6; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’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; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions jurisdiction as the Representative XX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of documents in connection with 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 Representative may reasonably deem necessaryOffering; (hf) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) the all filings fees and expenses communication expense associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (oi) the fees and expenses up to $20,000 of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s XX Xxxxxx’x actual accountable “road show” show expenses for the Offering; provided(j) the $29,500 cost associated with XX Xxxxxx’x use of Ipreo’s book building, that prospectus tracking and compliance software for the offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in xxx aggregate amount not to exceed $5,000; and (l) the fees for Representative Counsel in the United States, in an amount not to exceed $175,000 in the event of a Closing of the Offering, and a maximum amount that of $100,000 in the event there is no Closing. Additionally, the Company shall pay for items has provided an expense advance to the Representative of $50,000 (dthe “Advance”), (k), (l), (o) and (p) and . The Advance shall be $175,000applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent 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 expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities as the Representative may reasonably deem necessary; (ih) fees and expenses of the transfer agent for the shares of Common Stock; (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountantsAuditor; (nk) the fees and expenses of the Company’s legal counsel and other agents agents; and representatives; (ol) the due diligence fees and expenses of the Representative Counsel (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses) not to exceed a total of $125,000; and 150,000 (p) less amounts previously advanced, provided that any portion of the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and advance not utilized shall be $175,000returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(g)(i)) to be paid by the Company to the UnderwritersRepresentative, other than amounts already advanced provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. The Representative acknowledges receipt of $130,000 (“Advance”) prior to the Representative as of date hereof. Notwithstanding the date of this Underwriting Agreement. The Company previously paid foregoing, the Advance received by the Representative an advance in the amount of $15,000 to will be applied towards accountable expenses due and payable reimbursed to the RepresentativeCompany to the extent that the expenses were not actually incurred in compliance with FINRA Rule 5110 (g)(4)(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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charges by The Depository Trust for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate ; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (pq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; and (s) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3(c).

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Securities with the Commission; (b) all FINRA Public Filing System Offering filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of such Public Securities the Company’s equity or equity-linked securities on the Exchange and such other stock exchanges as the Company and the Representative together determinean Exchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Representative’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessaryOffering documents; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities and Representative’s Securities from the Company to the UnderwritersRepresentative; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (pi) the Underwriter’s actual accountable “road show” expenses $150,000 for the Offering; provided, that the maximum amount that the Company shall pay legal fees for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the shares of Common Stock included in the Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) 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 prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent for the shares of Common Stock, the Series A Preferred Stock, and the Series B Preferred Stock; (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (lj) the costs associated with one set post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (k) the costs associated with bound volumes of the public offering materials as well as commemorative lucite mementosmaterials, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (on) the fees and expenses of the Representative’s legal counsel. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative Counsel for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not to exceed $125,000; and (p) 135,000 in the Underwriteraggregate, including but not limited to the legal fees of the Representative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000legal counsel. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesAdditional Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing quotation of such Public Securities on the Exchange OTCQB and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $2,500 per individual; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which counsel shall be the Company’s counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriter’s legal counsel not to exceed $125,00050,000; and (pq) the $21,775 cost associated with the Underwriter’s actual accountable “road show” expenses use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent Transfer Agent for the shares of Common StockStock and fees and expenses of the warrant agent under the Warrant Agent Agreement; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000Counsel; and (p) the Underwritercost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) the Underwriters’ actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed $150,000 in the aggregate for items (d), (k), (l), (o) all of the foregoing fees and (p) and shall be $175,000expenses. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Common Stock (including the Public Securities and as applicable, the Representative’s Securities) on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities and Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities and Representative’s Securities, as applicable; (i) fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000200,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000200,000. In addition, the Company has agreed to pay the Representative closing costs, which shall include the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, not exceeding $12,900. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 25,000 to be applied towards accountable expenses due and payable to the Representative, which shall be reimbursed to the Company to the extent not actually incurred pursuant to the terms of this Agreement, in accordance with FINRA Rule 5110(g)(5)(B).

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockPublic Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriters’ legal counsel not to exceed $125,000; (q) the cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) data services and communications expenses; and (ps) the Underwriter’s Underwriters’ actual accountable “road show,” market making and trading, and clearing firm settlement expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum amount that Company’s obligations to reimburse the Company Underwriters for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay for items (d)not exceed $150,000 in the aggregate, (k), (l), (o) including but not limited to the reasonable legal fees and (p) and shall be $175,000road show expenses as described therein. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all actual filing and registration fees, and the actual fees and expenses of Blue Sky counsel, such fees of counsel not to exceed $5,000 in the aggregate); (ge) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the Underwriters’ costs of mailing prospectuses to prospective investors; and (m) up to $10,000 with respect to the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the UnderwriterRepresentative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000clearing firm. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; Offering (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest up to $2,500; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,00075,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000125,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public the Closing Securities and Options Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineNasdaq; (d) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gf) 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 Xxxxxxxxxxxx Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the Company’s public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (om) the Underwriters’ costs of mailing prospectuses to prospective investors; (n) up to $140,000 for the fees and expenses of EGS (provided that if this Agreement is terminated in accordance with the Representative Counsel terms hereof and the Offering is not to exceed consummated, the Company shall only be responsible for payment of $125,00050,000 of the fees and expenses of EGS); and (po) the UnderwriterUnderwriters’ accountable expenses, including its use of i-Deal’s actual accountable “road show” expenses book-building, prospectus tracking and compliance software (or other similar software) for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced . The expenses payable to the Underwriters under this Section 4.6(d) shall be reduced by the $25,000 advance paid by the Company to the Representative as of prior to the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativehereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursement of the Company’s “blue sky” counsel, which will be EGS); (fe) all fees, expenses expenses, and disbursements disbursement relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentative; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (n) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the UnderwriterCompany’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) the fees and shall be $175,000expenses of due diligence review by the Underwriters and EGS. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including reasonable legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, other than amounts already advanced however, that all such costs and expenses pursuant to this Section 4.5(a) and otherwise which are incurred by the Underwriters, including reasonable legal fees and expenses, shall not exceed $125,000 in the aggregate (the “Expense Cap”) including the $25,000 advance against such expenses which shall be refunded to the Representative as extent it exceeds actual expenses. Additionally, the Underwriters shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of the date of gross proceeds in this Underwriting Agreementoffering. The Company previously paid the Representative an advance Such non-accountable expense allowance shall not be deemed included in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeExpense Cap.

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: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) Public Securities and with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine, including any fees charged by the DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter 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 UnderwritersUnderwriter, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of Underwriter’s Counsel; (p) the Representative Counsel not cost associated with the Underwriter’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to exceed $125,000the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (pr) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that including, without limitation related to the maximum amount that “road show.” Notwithstanding the Company foregoing, the Company’s obligations to reimburse the Underwriter for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay not exceed One Hundred Thousand Dollars ($100,000) in the aggregate for items legal fees and related expenses. Additionally, one percent (d), (k), (l), (o1.0%) and (p) and of the gross proceeds of the Offering shall be $175,000provided to XX Xxxxxx for nonaccountable expenses. 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 herein to be paid by the Company to the UnderwritersUnderwriter, other than less any amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativeadvanced.

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 initial Closing Date, and, in respect of Transfer Taxes only, to the extent provided for in Section 5(d) below, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock Offered Securities to be sold in the this Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Offered Securities on the Exchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Offered Securities offered under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees of “blue sky” counsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesOffered Securities to be offered in this offering; (i) fees and expenses of the Company’s transfer agent for the shares of Common StockOffered Securities; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountantsaccountant; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the fees and expenses of the Representative Counsel Underwriter’s legal counsel not to exceed $125,00075,000; (m) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (pn) up to $20,000 of the UnderwriterRepresentative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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, Date the expenses set forth herein to be paid by the Company to the Underwriters; provided, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 9 hereof.

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 and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Registration Statement, Preliminary Prospectus, the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the CommissionProspectus and Form F-6; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’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; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions jurisdiction as the Representative may reasonably designate; (ge) the costs of all mailing and printing of documents in connection with 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 Representative may reasonably deem necessaryOffering; (hf) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mg) the fees and expenses of the Company’s accountants; (nh) the all filings fees and expenses communication expense associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (oi) the fees and expenses up to $20,000 of the Representative Counsel not to exceed $125,000; and (p) the UnderwriterRepresentative’s actual accountable “road show” show expenses for the Offering; provided(j) the $29,500 cost associated with the Representative’s use of Ipreo’s book building, that prospectus tracking and compliance software for the offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in xxx aggregate amount not to exceed $5,000; and (l) the fees for Representative Counsel in the United States, in an amount not to exceed $175,000 in the event of a Closing of the Offering, and a maximum amount that of $100,000 in the event there is no Closing. Additionally, the Company shall pay for items has provided an expense advance to the Representative of $50,000 (dthe “Advance”), (k), (l), (o) and (p) and . The Advance shall be $175,000applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent 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 expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys blue sky surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones in an aggregate amount not to exceed $3,000, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriter’s legal counsel not to exceed $125,00085,000; (q) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; and (ps) up to $20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum total reimbursable amount that the Company shall pay for items pursuant to clauses (d), (k), (l), (op),(q),(r) and (ps) and shall be $175,000100,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance provided, however, that in the amount of $15,000 event that the Offering is terminated, the Company agrees to be applied towards accountable expenses due and payable reimburse the Underwriters pursuant to the RepresentativeSection 8.3 hereof.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of Representative Counsel; (o) the Representative Counsel not to exceed $125,000cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum amount that Company’s obligations to pay or reimburse to, or pay on behalf of, the Company Representative for any expenses as set forth in the preceding sentence shall pay for items (d)not exceed $150,000.00 in the aggregate, (k), (l), (o) including but not limited to the legal fees and (p) and shall be $175,000road show expenses as described therein. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.2 hereof).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000150,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000200,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 25,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the reasonable fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; and (pq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) $5,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (pt) up to $10,000 of the Representative’s market making and shall be $175,000trading, and clearing firm settlement expenses for the Offering. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to less the Representative Advance (as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance such term is defined in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeSection 8.3 hereof).

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (pr) up to $20,000 of the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities shares of Common Stock on the Exchange and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company {DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directorsentities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such shares of Common Stock under the “blue sky” ’’ securities laws of such states states, if applicable, and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm referred to in Section 3.8 (h) hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses expenses. of the transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set post- Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative lucite mementosmementos and Incite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriter’s legal counsel not to exceed $125,000; and (pq) the Underwriter$29,500 cost associated with the use of lpreo’s book building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; (s) up to $10,000 of Representative actual accountable “road show” expenses; and (t) up to $30,000 of Representative’s market making and trading, and clearing firm settlement expenses for the Offering; provided. The aggregate accountable expense reimbursement will not exceed $200,000 (of which $25,000 has been paid as an advance (“Advance”) pursuant to that certain engagement letter, that the maximum amount that May 25, 2023, by and between the Company shall pay for items and ThinkEquity LLC (das amended on September 22, 2023 (the “Engagement Letter”), (k), (l), (o) and (p) and shall be $175,000. 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 herein (less any amounts previously advanced against such actual reimbursable expenses) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Conversion Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (ge) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the fees Underwriters’ use of i-Deal’s book-building, prospectus tracking and expenses of the Representative Counsel not to exceed $125,000; and compliance software (por other similar software) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (pm) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced ’ costs of mailing prospectuses to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativeprospective investors.

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 related to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Series D Preferred Stock to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers Named Executive Officers and directors, which fees shall not exceed $7,500; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Series D Preferred Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of Representative Counsel; (o) the Representative Counsel not to exceed $125,000cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) the Underwriter’s Underwriters’ actual accountable “road show” expenses for the Offering; provided. Notwithstanding the foregoing, that the maximum amount that Company’s obligations to reimburse the Company Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall pay for items not exceed $100,000 in the aggregate, including, but not limited to, the legal fees and road show expenses as described therein but excluding the background check set forth in (d), (k), (l), (o) and (p) and shall be $175,000hereof. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced Representative. The $25,000 advance previously paid to the Representative as (the “Advance”) shall be applied towards the out-of-pocket expenses set forth in this Section 3.10 and any portion of the date of this Underwriting AgreementAdvance shall be returned back to the Company to the extent not actually incurred. The Company previously paid further agrees that, in addition to the Representative an advance in expenses payable pursuant to this Section 3.10, on the amount of $15,000 to be applied towards accountable expenses due Closing Date and payable on the Option Closing Date, as applicable, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of Public Securities.

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 shares of Common Stock Ordinary Shares to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $7,500 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockOrdinary Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) the cost costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000150,000; (q) the costs associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (pr) the Underwriter’s Underwriters’ actual accountable “road show” expenses. The expenses for the Offering; provided, that the maximum amount that to be paid by the Company and reimbursed to the Underwriters under this Section 3.10.1 shall pay for items (d), (k), (l), (o) and (p) and shall be not exceed $175,000182,500 without the prior approval 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment SharesOption ADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineNasdaqCM; (d) all fees, fees and expenses and disbursements relating to background checks of the Company’s officers transfer agent and directors/ or Depositary for the ADSs or the Ordinary Shares represented by such ADSs; (e) all fees, expenses and disbursementsstock transfer and/or stamp taxes, if any, relating payable upon the transfer of securities from the Company to the registration or qualification Representative; (f) the costs associated with CD-ROMs of the Public Securities under public offering materials, which the “blue sky” securities laws of Company or its designee will provide within a reasonable time after the Closing in such states and other jurisdictions quantities as the Representative may reasonably designate, as applicablerequest; (fg) the fees and expenses of the Company’s accountants; (h) the fees and expenses of the Representative’s legal counsel not to exceed $75,000 in the aggregate without the consent of the Company, such consent not to be unreasonably withheld; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) all fees, expenses and disbursements relating to the registration, qualification or exemption of the any Public Securities or Ordinary Shares represented thereunder under the securities laws of such foreign jurisdictions as mutually agreed upon by the Representative may reasonably designateCompany and the Representative; (gk) 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes “road show” presentations to prospective purchasers of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; Public Securities (m) the fees and including any travel expenses of the Company’s accountants; (n) the fees officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (dUnderwriters), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Public Securities to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (b) all Public Filing System FINRA filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors appointed after December 9, 2019 in an amount not to exceed $5,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this 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 Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm of the Company referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockTransfer Agent; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes post-Closing advertising the Offering in the national editions of the public offering materials as well as commemorative lucite mementosWall Street Journal and New York Times, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees and expenses of the Representative Counsel Underwriters’ legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (pr) up to $10,000 of the UnderwriterRepresentative’s actual accountable “road show” expenses for the Offering; provided, however, that the maximum amount that of accountable expenses with respect to subparagraphs (a) through (r) above incurred by the Representative for which the Company shall pay for items (d), (k), (l), (o) and (p) and will provide reimbursement in the offering shall be $175,000144,500. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicabledesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative 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 Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; Offering (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Representative Counsel not to exceed $125,00075,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000100,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange NYSE AMEX, or the NYSE MKT and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this 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 Representative may reasonably deem necessary; (g) the costs and expenses of the public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (i) fees and expenses of the transfer agent for the shares of Common StockShares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (k) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite mementostombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and expenses of compliance software for the Representative Counsel not to exceed $125,000Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid and the Representative an advance agree that in no case shall the amount Company be required to reimburse the Representative for its reasonable and documented expenses in accordance with this section in excess of a maximum of $15,000 60,000, including without limitation reasonable attorneys' fees, printing and mailing expenses, actual accountable “road show” expenses for the Offering and expenses related to be applied towards accountable expenses due background checks of the Company’s officers and payable to the Representativedirectors.

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 shares of Common Stock Ordinary Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $2,000 per individual and $10,000 in the aggregate; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designatedesignate (including, as applicablewithout limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as designated by the Representative may reasonably designateUnderwriters; (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 Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ij) fees and expenses of the transfer agent for the shares of Common StockOrdinary Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (kl) to the cost extent approved by the Company in writing, the costs associated with post-Closing advertising the Underwriter’s use Offering in the national editions of book-building the Wall Street Journal and compliance software for the OfferingNew York Times; (lm) the costs associated with one set of the bound volumes of the public offering materials as well as commemorative mementos and lucite mementos, each of which tombstones in an amount not to exceed $2,500 in the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestaggregate; (mn) the fees and expenses of the Company’s accountants; (no) the fees and expenses of the Company’s legal counsel and other agents and representatives; (op) the fees cost associated with the use of Ipreo’s book building, prospectus tracking and expenses of compliance software for the Representative Counsel offering (or any other road show related software or program) in an amount not to exceed $125,00025,000 in the aggregate; and (pq) the Underwriterrepresentative’s actual accountable “road show” expenses for in an amount not to exceed $35,000 in the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000aggregate. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.

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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Conversion Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (ge) 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 Representative may reasonably deem necessary; (hf) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (ih) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mj) the fees and expenses of the Company’s accountants; (nk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ol) the fees Underwriters’ use of i-Deal’s book-building, prospectus tracking and expenses of compliance software (or other similar software) for the Representative Counsel Offering, not to exceed $125,00010,000; and (pm) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. The Representative may deduct from the net proceeds Underwriters’ costs of the Offering payable mailing prospectuses to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representativeprospective investors.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each 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 shares of Common Stock Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Warrant Shares, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel), it being understood that no such fees, expenses or disbursements shall be payable so long as applicablethe Common Stock continues to be listed on a Trading Market; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as to which the Representative may reasonably designateCompany shall have consented in writing; (ge) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs of preparing, printing and delivering certificates representing the Public Securities; (if) fees and expenses of the transfer agent Transfer Agent for the shares Securities (including, without limitation, any fees required for same-day processing of Common Stockany instruction letter delivered by the Company); (jg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (mh) the fees and expenses of the Company’s accountants; (ni) the necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativesin connection with the Offering; (oj) the Underwriters’ costs of mailing prospectuses to prospective investors in connection with the Offering; and (k) a maximum of $2,500 for the fees and expenses associated with the Underwriters’ use of the Representative Counsel not to exceed $125,000; i-Deal’s book-building, prospectus tracking and compliance software (por other similar software) the Underwriter’s actual accountable “road show” expenses for the Offering; provided. For the sake of clarity, that the maximum amount it is understood and agreed that the Company shall pay be responsible for items (dthe Underwriters’ external counsel legal costs detailed in this Section 4.6(d), (k)irrespective of whether the Offering is consummated or not, (l)subject to a maximum of $50,000 in the event there is not a Closing. Additionally, (o) and (p) and the Company has provided the Representative with an expense advance of $25,000, which shall be $175,000applied towards out-of-pocket accountable expenses set forth herein, and any portion of such advance shall be returned to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or the Option Closing Datedate of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that all costs and expenses pursuant to this Section 4.6(d) that are incurred by the Underwriters in connection with the Offering and for which the Company shall be responsible, other than amounts already advanced the fees and expenses described in clause (k) above, shall not exceed $100,000 in the aggregate ($25,000 of which has been paid prior to the Representative as Execution Date) in the event of a Closing of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the RepresentativeOffering.

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 shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate, as applicable; designate (; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) 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 Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) to the cost associated with extent approved by the Underwriter’s use of book-building and compliance software for the Offering; (l) Company in writing, the costs associated with one set of bound volumes post-Closing advertising the Offering in the national editions of the public offering materials as well as commemorative lucite mementos, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestWall Street Journal and New York Times; (ml) the fees and expenses of the Company’s accountants; (nm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (on) the fees and expenses of the Representative Counsel Representative’s legal counsel not to exceed $125,000; (o) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) up to $10,000 of the Underwriter’s actual accountable “road show” Underwriters’ data services and communication expenses for the Offering; provided, that the maximum amount that the Company shall pay for items (d), (k), (l), (o) and (p) and shall be $175,000. 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 herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the amount of $15,000 to be applied towards accountable expenses due and payable to the Representative.