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 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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees, expenses and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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.

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, including but not limited to: to (ai) all the preparation, printing, filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) with of the Commission; (b) Registration Statement, the Preliminary Prospectus and the Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all fees copies thereof and expenses relating any amendments thereof or supplements thereto supplied to the listing Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of such Public Securities on the Exchange and such other stock exchanges as Units, the Company shares of Common Stock and the Representative together determine; Warrants included in the Units, including any transfer or other taxes payable thereon, (ciii) all feesif necessary, expenses and disbursements relating the registration, qualification or exemption of the Public Securities under the securities laws of such states state or foreign jurisdictions as the Representative may reasonably designate securities or Blue Sky laws, (including, without limitation, all iv) filing and registration fees, costs and the reasonable expenses (including fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required incurred in connection registering the Offering with FINRA, (v) fees and disbursements of the transfer and warrant agent, (vi) the Company’s proposed listing on a national exchangeexpenses associated with “due diligence” meetings arranged by the Representative and (vii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13.1. The Company also agrees that, if applicable; (d) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred requested by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood will engage and agreed that the Company shall be responsible pay up to $25,000 for an investigative search firm of the Representative’s external legal counsel costs detailed in this section irrespective choice to conduct an investigation of whether the Offering is consummated or not, subject to a maximum principals of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to as shall be mutually selected by the Representative of $50,000 (and the “Advance”). The Advance shall be applied 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 incurredCompany. 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 in this Agreement to be paid by the Company to the UnderwritersRepresentative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their actually incurred out of pocket expenses, including, without limitation, its legal fees and disbursements (up to a maximum of $75,000).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise 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 Ordinary Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 Underwriter may reasonably designate designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyUnderwriter’s accountantsCounsel not to exceed $75,000; (g) the Underwriter’s due diligence expenses; (h) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (i) the cost associated data services and communications expenses; (j) the Underwriter’s actual accountable “road show” expenses; and (gk) a maximum of $100,000 the cost associated with the Underwriter’s market making and trading, and clearing firm settlement expenses for accountable fees and the Offering. The expenses incurred to be paid by the Underwriters in connection with Company and reimbursed to the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production Underwriter under this Section 3.10.1 shall not exceed $150,000 without the prior approval of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)Company. The Advance shall be applied 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 Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Company’s Offering is commenced on the Exchange, the NYSE American or 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” counsel, which will be the Representative’s counsel) unless work by such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicablecounsel and an additional $5,000 at Closing); (df) 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 in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common Stock and the Preferred Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (fm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, 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; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Offering including Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredOffering. 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, less the Advance (as such term is defined in Section 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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; and (includingd) all reasonable, without limitationout-of-pocket expenses as incurred in connection with this engagement, all filing including but not limited to travel and registration feescommunication expenses, printing expenses, roadshow expenses, due diligence expenses, background checks, courier charges and the reasonable fees and disbursements of the Companyfor Representative’s “blue sky” legal counsel, which will be and also 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of any other consultants or third party services engaged by the Representative with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For expenses under sub-section 3.10.1(d) not to exceed $150,000 without the sake of clarity, it is understood and agreed that the Company shall be responsible for the RepresentativeCompany’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredprior written consent. 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, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7.3 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 AgreementAgreement less the Advance (as such term is defined in Section 8.3 hereof), including, but not limited to: (a) all filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all fees and expenses relating to the listing of such Public Securities the Common Shares on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration, registration or qualification or exemption of the Public Securities under the "blue sky" securities laws of such states or foreign and other jurisdictions as the he Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “'s "blue sky” " counsel, which will be the Representative’s counselRepresentative Counsel) unless such filings are not required in connection with the Company’s '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 as Craft may reasonably designate; (e) the costs of all mailing and printing of documents in connection with the OfferingOffering documents; (ef) transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersCraft; and (fg) the fees and expenses of the Company’s 's accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) the reasonable costs of the Company for roadshow meetings and the preparation of a powerpoint presentation for such roadshow meetings; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones; and (gm) a maximum of $100,000 the fees for accountable fees and expenses incurred by the Underwriters Representative Counsel, in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expensesan amount not to exceed US$150,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs Representative Xxxxxxx's detailed in this section Section 3.11, irrespective of whether the Offering is consummated or not, subject to a maximum amount of $up to US$50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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.

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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees, expenses and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 150,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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.

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 documented filing fees and communication expenses relating to the registration of the Ordinary Shares Public Securities to be sold in the Offering (including the Option 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 Shares on the Exchange and such other stock exchanges as the Company and the Representative together determineExchanges; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration, registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other 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) the costs of all mailing and printing of documents in connection with the Offering); (e) 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; (f) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (fg) the documented “road show” expenses, due diligence fees and expenses of the Company’s accountants; Underwriter (including, without limitation, domestic and (gforeign legal counsel, background checks, travel expenses and other diligence expenses) not to exceed a maximum total of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check125,000 (less amounts previously advanced, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed provided that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance advance not utilized shall be returned back to the Company to the extent not actually incurredreturned). 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(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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: (ai) all the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Representative may reasonably request; (bii) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determinemay reasonably request; (ciii) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered under the securities laws of such states or foreign jurisdictions as designated by the Representative may reasonably designate Representative; (including, without limitation, all filing iv) the fees of counsels and registration fees, and the reasonable fees and disbursements of accountants for the Company’s “, including fees associated with any blue sky” counsel, which will be the Representative’s counselsky filings where applicable; (v) unless such filings are not required in connection fees associated with the Company’s proposed listing on a national exchangetransfer agent; (vi) fees, if applicablenecessary, associated with translation services; (dvii) expenses related to road shows; and (viii) the Company’s expenses associated with “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Representative, inclusive of all mailing those expenses covered by the $40,000 Cash Retainer (defined below), shall not exceed $200,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). With the exception of the Cash Retainer, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date and printing of documents in connection with the Offering; (e) transfer and/or stamp taxesOption Closing Date, if any, payable upon the transfer of securities from fees and expenses set forth above to be paid by the Company to the Underwriters; Representatives and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred others, as agreed to by the Underwriters Company in connection with writing. Additionally, the Offering including Company has paid the Representative $40,000, as a cash retainer fee (the “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Cash Retainer”). This payment was an advance against anticipated out-of-pocket expenses. For Promptly, upon the sake consummation of clarity, it is understood and agreed that this offering or the Company shall be responsible for earlier termination of the Representative’s external legal counsel costs detailed engagement period in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionallyaccordance with its terms, the Company has provided an expense underwriter will return the balance of any remaining portion of the advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards extent such monies were not used for reasonable and documented 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 Date and the Option Closing Date, if any, the expenses set forth herein herein, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 9.3 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 Public Securities, the Ordinary Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all 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 Offered Shares, the Conversion Shares and Warrant Shares on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares under the “blue sky” securities laws of such states or foreign and other 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 it being agreed that such fees and expenses will be limited as follows: (i) if the Representative’s counselOffering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE AMEX, the Company will make a payment of $5,000 to such counsel at Closing or (ii) unless if the Offering is commenced on the NasdaqCM or Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such filings are not required in connection with counsel upon the Company’s proposed listing on a national exchange, if applicablecommencement of “blue sky” work by such counsel and an additional payment of $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and Warrant 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 in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) 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, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares; (j) fees and expenses of the Transfer Agent for the shares of the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (fm) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $25,000 cost associated with the Offering including Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredoffering. 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, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. All expenses to be reimbursed shall be so requested in writing, with evidence of incurrence of same.

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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) will bear all fees, disbursements and expenses and disbursements relating in connection with the registrationproposed Offering, qualification or exemption of the Public Securities 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) : the costs of all preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents (all in such quantities as Univest may reasonably require); preparing and printing stock certificates; the costs of documents any “due diligence” meetings; filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in connection with registering the Offering, FINRA filing fees; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees all costs and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s accountantsmanagement to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management (not to exceed $5,000); upon the execution of the engagement letter, background checks, by a background search firm acceptable to Univest for the Company's senior management and board of directors; preparation of leather bound volumes and Lucite cube mementos in such quantities as Univest may reasonably request (g) a maximum of not to exceed $100,000 3,000); transfer taxes; all fees, and any expenses and fees incurred by Univest’s counsel and transfer and right agent and registrar fees. In order to reimburse Univest for accountable fees and those out-of-pocket expenses incurred by Univest during the Underwriters in connection with registration process, the Offering including “road show,” diligence including directors and officers’ background checkCompany has paid to Univest, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other as an advance against anticipated out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative sum of $50,000 (the “Advance”). The Advance shall be applied towards Univest’s out-of-pocket accountable expenses set forth herein shall be capped at a maximum amount of $125,000 (the “Expense Cap”). Any single expense item that amounts to more than $3,000 shall be approved in advance by the Company. If the Company is unable to qualify for listing qualifications on the New York Stock Exchange, NYSE MKT or Nasdaq Market System, all blue-sky work shall be undertaken by counsel of Univest’s choice. Upon the commencement of blue sky filings (which shall be when the Company first files the Registration Statement with the Securities and Exchange Commission), the Company shall pay an additional $5,000 to such counsel on account of professional services to be rendered, with the balance owed for professional service relating to blue sky filings (an additional $7,500) to be due on the Closing Date. Univest will reimburse the Company the balance of any remaining portion of the Advance shall be returned back to the Company to the extent such monies were not used for out-of-pocket expenses actually incurredincurred in compliance with FINRA Rule 5110. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth herein above to be paid by the Company to the UnderwritersRepresentative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $125,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ai) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, each Preliminary Prospectus and the Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (iii) filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all reasonable legal fees and expenses relating to of counsel incurred in (A) making required filings with FINRA and (B) qualifying the listing Public Securities under state or foreign securities or Blue Sky laws, (iv) fees, costs and expenses incurred in procuring the quotation of such the Public Securities on the Exchange OTC Bulletin Board, (v) fees and disbursements of the transfer and warrant agent, (vi) the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative, (vii) the preparation, binding and delivery of velo-bound transaction “closing sets”, in such amount as reasonably requested by the Representative, and (viii) all other stock exchanges actual documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to an aggregate amount of $20,000 for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Company agrees to be responsible for all payments for any additional investigative searches following the initial searches that the Company and the Representative together determine; (c) all fees, expenses mutually agree are required based on the initial searches and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer for further clarification and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurreddocumentation. 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 in this Agreement to be paid by the Company to the UnderwritersRepresentative and others.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees, expenses and disbursements relating 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 (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 as the Representative may reasonably designate; (e) the costs of all mailing and printing of documents in connection with the Offering; (ef) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; and (fg) the fees and expenses of the Company’s and/or the Selling Shareholder’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative’s actual accountable road show expenses for the Offering; (j) the $29,500 cost associated with the Representative’s use of Pero’s book building, 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 Lxxxxx tombstones in an aggregate amount not to exceed $5,000; and (gl) a maximum of $100,000 the fees for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s legal counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expensesin an amount not to exceed $175,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 100,000 in the event that there is not a Closing. The Company shall at its own expense have background checks performed by a background search firm acceptable to the Representative on the Company’s senior management and board of directors in an amount not to exceed $15,000 in the aggregate. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ai) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all filing fees copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (iii) to the extent incurred in accordance with Section 3.3, expenses relating to the registration qualification of the Ordinary Shares to be sold Securities under state or foreign securities or Blue Sky laws, , (iv) filing fees, costs and expenses incurred in registering the Offering (including the Option Shares) with the Commission; NASD, (bv) 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; (c) all fees, expenses and disbursements relating 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 (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Transfer Agent, (vi) the Company’s expenses associated with “blue skydue diligence” counselmeetings arranged by the Representative and (vii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that, which if requested by the Representative, it will engage and pay up to $5,000 or such greater amount as may be mutually agreed to by the Representative and the Company for an investigative search firm of the Representative’s counsel) unless such filings are not required in connection with choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company’s proposed listing on a national exchange, if applicable; (d) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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 in this Agreement to be paid by the Company to the UnderwritersRepresentative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their actual out of pocket expenses in connection with this Agreement or the transactions contemplated herein, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses. Notwithstanding the foregoing, the Representative shall pay all fees and disbursements of its legal counsel from the funds received from commissions and discounts in the Offering.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing 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 determinedetermine or associated with the review of the Offering by FINRA; (c) 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 200,000 for all accountable fees and expenses incurred by the Underwriters in connection with the Offering Offering, including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 75,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 75,000 with an additional $100,000 paid upon filing of the registration statement (together, the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Company further agrees that, in addition to the expenses payable pursuant to this Section 3.10.1, on the 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 (1.0%) of the aggregate gross proceeds raised in 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, Date the expenses set forth herein to be paid by the Company to the Underwriters.

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 the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as Revere may reasonably request; (b) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determineRevere may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered 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 applicabledesignated by Revere; (d) the costs fees of all mailing counsels and printing of documents in connection accountants for the Company, including fees associated with the Offeringany blue sky filings where applicable; (e) fees associated with the Company’s transfer and/or stamp taxesagent; (f) fees, if anynecessary, payable upon the transfer of securities from the Company associated with translation services; (g) expenses related to the Underwritersroad shows; and (fh) the fees and expenses of the Company’s accountantsexpenses associated with “due diligence” meetings arranged by the Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (g) a maximum of $100,000 for accountable fees provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters Representatives, inclusive of those expenses covered by the $80,000 Cash Retainer (defined below), shall not exceed $150,000 in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other aggregate (less any advances against out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company which shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance reimbursable to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards extent such out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent are not actually incurred). The Representative With the exception of the Cash Retainer, 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 fees and expenses set forth herein above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing. Additionally, the Company has paid the Representatives $80,000, as cash retainer fee (the “Cash Retainer”), which will be against anticipated out-of-pocket expenses, consisting of the following: (i) $40,000 was paid to the Representatives upon the execution of the engagement letter, and (ii) $40,000 was paid to the Representatives upon the filing of this registration statement. This payment was an advance against anticipated out-of-pocket expenses. Promptly, upon the consummation of this offering or the earlier termination of the engagement period in accordance with its terms, the underwriter will return the balance of any remaining portion of the advance to the extent such monies were not used for reasonable and documented out-of-pocket expenses incurred. 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, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Subject to Section 8.3, 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, 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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA(and the reasonable fees of FINRA counsel); (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; (cd) an accountable expense allowance of up to $75,000 of the Underwriters’ expenses, which shall cover the following accountable expenses in full: (i) all fees, expenses and disbursements relating the registration, qualification or exemption to background checks of the Public Securities Company’s officers and directors; (ii) the cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (iii) the Representative’s “road show” expenses for the offering; (iv) the costs associated with post-closing advertising of the offering in the national editions of the Wall Street Journal and New York Times, subject to the Company’s approval; (v) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an amount not to exceed $5,000; (vi) the fees and expenses of the Underwriters’ legal counsel and other agents and representatives; (vii) all fees, expenses and disbursements relating to the registration or qualification of the Firm Shares or Option Shares under the “blue sky” securities laws of such states or foreign and other 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 if necessary, subject to the Representative’s counsel) unless such filings are not required qualifications in connection with the Company’s proposed listing on a national exchange, if applicable; (d) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from that certain letter agreement between the Company to and the UnderwritersRepresentatives, dated July 9, 2013); and (fvii) the fees and such other expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is Representative not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurreddescribed above. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA (and the reasonable fees of FINRA counsel, but only 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; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Company’s Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $10,000 to such counsel upon the commencement of “blue sky” counsel, which will be the Representative’s counsel) unless work by such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicablecounsel and an additional $5,000 at Closing); (df) 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 in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) the costs and expenses of the financial public relations firm referred to in Section 3.19; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (fm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, 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; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection with Company’s legal counsel and other agents and representatives; and (p) the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s expenses of the Underwriters’ legal counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject not to a maximum of exceed $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred50,000. 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.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.10.1(d)-(h) not to exceed $283,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company [100,000] has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.10.1(d)-(h) not to exceed $255,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company [●] has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees, expenses and disbursements relating the registration, qualification or exemption of the Public Securities Firm 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 200,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 75,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 75,000 with an additional $100,000 paid upon filing of the registration statement (together, the “Advance”). The Advance shall be applied 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 Company further agrees that, in addition to the expenses payable pursuant to this Section 3.10.1, on the 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 (1.0%) of the aggregate gross proceeds raised in 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, Date the expenses set forth herein to be paid by the Company to the Underwriters.

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: (ai) all the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Representative may reasonably request; (bii) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determinemay reasonably request; (ciii) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered under the securities laws of such states or foreign jurisdictions as designated by the Representative may reasonably designate Representative; (including, without limitation, all filing iv) the fees of counsels and registration fees, and the reasonable fees and disbursements of accountants for the Company’s “, including fees associated with any blue sky” counsel, which will be the Representative’s counselsky filings where applicable; (v) unless such filings are not required in connection fees associated with the Company’s proposed listing on a national exchangetransfer agent; (vi) fees, if applicablenecessary, associated with translation services; (dvii) expenses related to road shows; and (viii) the Company’s expenses associated with “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); provided, however, that all such costs and expenses pursuant to this Section 4.8.1 and otherwise which are incurred by the Representative, inclusive of all mailing those expenses covered by the $40,000 Cash Retainer (defined below), shall not exceed $200,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). With the exception of the Cash Retainer, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the fees and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from expenses set forth above to be paid by the Company to the Underwriters; Representatives and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred others, as agreed to by the Underwriters Company in connection with writing. Additionally, the Offering including Company has paid the Representative $40,000, as a cash retainer fee (the “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Cash Retainer”). This payment was an advance against anticipated out-of-pocket expenses. For Promptly, upon the sake consummation of clarity, it is understood and agreed that this offering or the Company shall be responsible for earlier termination of the Representative’s external legal counsel costs detailed engagement period in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionallyaccordance with its terms, the Company has provided an expense underwriter will return the balance of any remaining portion of the advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards extent such monies were not used for reasonable and documented 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, Date the expenses set forth herein herein, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 10.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the on any Option Closing Date, if any, to the extent not paid at on the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, for an aggregate amount of up to $[*], including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing 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 determinedetermine or associated with the review of the Offering by FINRA; (c) 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, opinion and background check costs in all jurisdictions of the Company and its subsidiaries and affiliates, 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 250,000 for all accountable fees and expenses incurred by the Underwriters in connection with the Offering Offering, including “road show,” diligence diligence, including directors directors’ and officers’ background checkcheck (but not UCC, judgment, litigation searches or background checks on the Company itself or its subsidiaries which shall be the obligation of the Company), and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses, provided that any expense over $5,000 shall require prior written or email approval of the Company. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum not and any unearned portions of $50,000 in the event that there is not a Closingadvances shall be refunded. Additionally, the Company has provided an expense advance to the Representative of $30,000 with an additional $50,000 paid upon the confidential filing of the registration statement and $50,000 paid upon submission of CSRC registration (together, the “Advance”)) and other advances from time to time, which is included in the aggregate of $250,000 maximum fees and expenses set forth above. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Company further agrees that, in addition to the expenses payable pursuant to this Section 3.10.1, on the 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 (1.0%) of the actual amount received in 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, Date the expenses set forth herein to be paid by the Company to the Underwriters.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.10.1(d)-(h) not to exceed $240,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company _____ has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option 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; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other 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 it being agreed that if the Representative’s counsel) unless Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $10,000 to such filings are not required in connection with counsel upon the Company’s proposed listing on a national exchange, if applicablecommencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (df) 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 in connection with (including, without limitation, the OfferingUnderwriting Agreement and any Blue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (eh) 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 costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, 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 $18,225; (fl) the fees and expenses of the Company’s accountants; and (gm) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters Company’s legal counsel and other agents and representatives; (n) the reasonable fees and expenses of the Underwriter’s legal counsel (which are limited to those fees and expenses in connection with the Offering including FINRA filing) not to exceed $25,000; (o) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or notOffering, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of less the Advance shall be returned back to the Company to the extent not actually incurred(as such term is defined in Section 8.3 hereof). 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.

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 Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; 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 Underwriter together determine; (c) all fees, expenses and disbursements relating the registration, qualification or exemption to background checks of the Public Securities Company’s officers and directors in an amount not to exceed $5,000 per individual; (d) the reasonable fees and disbursements of the Underwriter’s counsel in excess of $140,000, as incurred, which excess is currently estimated to be in a range of $20,000 - 60,000 but will depend on the actual fees and disbursements of such counsel in connection with the Offering; (e) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the CompanyUnderwriter’s counsel, it being agreed that (i) if the Offering is commenced on the NASDAQ Capital Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (ii) 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” counsel, which will be the Representative’s counsel) unless work by such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicablecounsel and an additional $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents in connection with (including, without limitation, the OfferingUnderwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary; (eh) the costs and expenses of the public relations firm as contemplated by Section 3.7 hereof; (i) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) the costs associated with post-Closing advertising of the Offering in the national additions of the Wall Street Journal and New York Times; (fm) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (p) the $16,000 cost associated with the Offering including Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $10,000 of the Underwriter’s actual “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)Offerings. The Advance shall be applied 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 Underwriter 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 UnderwritersUnderwriter.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.10.1(d)-(h) not to exceed $230,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company 25,000 has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. (i) 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 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 Ordinary Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Public Securities Closing Shares, Warrant Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration, registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or and other 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 ), it being understood that no such filings are not required in connection with fees, expenses or disbursements shall be payable so long as the Company’s proposed listing Common Stock continues to be listed on a national exchange, if applicableTrading Market; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (e) the costs of all mailing and printing of the underwriting documents in connection 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, 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 OfferingRepresentative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) 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); (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (fh) the fees and expenses of the Company’s accountants; and (gi) a maximum of $100,000 for accountable necessary, reasonable and documented out-of-pocket fees and expenses incurred by of the Underwriters in connection with the Offering Underwriters, including “road show,” diligence including directors and officers’ background check”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, travel, preparation expenses and production disbursements relating to background checks of the Offering documentsCompany’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, deal prospectus tracking and compliance software (or other similar software, printing ) for the Offering; and reproduction costs, accounting and other professional services and other out-of-pocket expenses(m) the Company’s actual “road show” expenses for the Offering. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s Underwriters’ external counsel legal counsel costs detailed in this section Section, irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided shall provide the Representative with an expense advance to the Representative of $50,000 (the “Advance”). The Advance 25,000, which shall be applied towards out-of-pocket accountable expenses set forth herein herein, and any portion of the Advance such 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 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.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of pay, or reimburse if paid by any Underwriter, whether or not 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 transactions contemplated hereby are consummated or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited toAgreement is terminated: (a) all filing fees and expenses relating the costs incident to the registration authorization, issuance, sale, preparation and delivery of the Ordinary Shares to be sold Public Securities and any taxes payable in the Offering (including the Option Shares) with the Commissionthat connection; (b) all fees and expenses relating the costs incident to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating the registration, qualification or exemption registration of the Public Securities under the securities laws Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of such states or foreign jurisdictions as the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus and the Prospectus, any amendments, supplements and exhibits thereto [and the costs of printing, reproducing and distributing the “Agreement Among Underwriters” between the Representative may reasonably designate and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications]; (d) the filing fees (including the fees and expenses of counsel for the Underwriters and the fees and expenses of counsel for EarlyBirdCapital, Inc., if any, acting as QIU within the meaning of FINRA Rule 5121) incurred in registering the Offering with FINRA; (e) the listing and application fees of the NASDAQ Capital Market; (f) all fees and expenses of the registrar and transfer agent of the Public Securities; (g) the printing, engraving, issuance and delivery of the Public Units, the Public Shares and the Public Warrants, including any transfer or other taxes payable thereon (h) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Public Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (i) all other costs and expenses incident to the offering of the Public Securities or the performance of the obligations under this Agreement (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s counsel and the Company’s independent accountants; provided that, except to the extent otherwise provided in this Section 3.10.1 and (g) a maximum of $100,000 for accountable in Sections 5.1.3 and 5.1.4, the Underwriters shall pay their own costs and expenses, including the fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s of its counsel, travel, preparation any transfer taxes on the resale of any Public Securities by them and production the expenses of advertising any offering of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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 Public Securities made by the Company to the Underwriters.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.10.1(d)-(h) not to exceed $280,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 each Option Closing Date, if any, to the extent not paid at prior to 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 Ordinary Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System 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 Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the OfferingRegistration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) 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); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; and (fi) the fees and expenses of the Company’s accountants; and (gj) a maximum of $100,000 for accountable the fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting Company’s legal counsel and other professional services agents and representatives. In addition to the aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses. For , including the sake reasonable fees, costs and disbursements of clarityits legal counsel, it is understood and agreed that which shall be limited to, in the aggregate $75,000 (inclusive of $15,000 previously paid by the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or notas an advance, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense which such advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied 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 that it is not actually incurred. The Representative may deduct offset by actual expenses in the Offering) by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, . All reasonable background checks for the expenses set forth herein to Company’s senior management run by the Representative shall be paid reimbursed by the Company by deduction from the net proceeds of the Offering payable to the UnderwritersCompany on the Closing Date, separate and apart from the aforementioned expense reimbursements.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing 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 determinedetermine or associated with the review of the Offering by FINRA; (c) 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, opinion in all jurisdictions of the Company and its subsidiaries and affiliates, 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 250,000 for all accountable fees and expenses incurred by the Underwriters in connection with the Offering Offering, including “road show,” diligence including directors directors’ and officers’ background check, check and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. The parties acknowledge that the Company has paid an expense advance to the Representative of $80,000 (together, the “Advance”) towards the foregoing accountable expense allowance and other expenses from time to time which shall be calculated at Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum not and any unearned portions of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)advances shall be refunded. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 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, Date the expenses set forth herein to be paid by the Company to the Underwriters.

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 the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determineUnderwriters may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered under the securities laws of such states or foreign jurisdictions as designated by 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 applicableUnderwriters; (d) the costs fees of all mailing counsels and printing of documents accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services. The Company has agreed to reimburse the Underwriters up to one hundred fifty thousand dollars ($150,000) for its reasonable out-of-pocket expenses in connection with the Offering. Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the Underwriters within 10 working days after the execution of the engagement letter, as a cash retainer fee; (eii) transfer and/or stamp taxes, if any, payable Fifty Thousand dollars ($50,000) was paid to the Underwriters upon the transfer public filing of securities from the Company to the UnderwritersRegistration Statement; and (fiii) Thirty Thousand dollars ($30,000) will be paid to the fees and expenses Underwriters upon the closing of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by Offering. Promptly, upon the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production consummation of the Offering documentsor the earlier termination of the engagement period in accordance with its terms, deal tracking software, printing the Underwriters will return the balance of any remaining portion of the advances to the extent such monies were not used for reasonable and reproduction costs, accounting and other professional services and other documented out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject expenses incurred pursuant to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)Section 8.3 hereof. The Advance shall be applied 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 Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date all fees 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: (ai) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus, and the final Prospectus and mailing of this Agreement and related documents, including the cost of all filing fees copies thereof and expenses relating any amendments thereof or supplements thereto supplied to the registration Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares to be sold and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) filing fees, costs and expenses (excluding the Representative’s counsel fees) incurred in registering the Offering with FINRA (including the Option Shares) with the Commissionall COBRADesk fees); (biv) 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; (c) all fees, expenses and disbursements relating 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 (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be transfer and warrant agent; (v) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (dvi) the all costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s accountantsmanagement to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (gvi) a maximum of $100,000 for accountable fees all other reasonable costs and expenses incurred by incident to the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements performance of its obligations hereunder which are not otherwise specifically provided for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredSection 3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the UnderwritersRepresentative and others. If the Offering is not consummated for any reason whatsoever, then the Company shall reimburse the Representative in full for their respective out of pocket accountable expenses actually incurred through such date, less the Advance, including, without limitation, fees of counsel to the Representative (which legal fees shall not exceed $[150,000]). [If the Offering is not completed for any reason, [ ] shall return such portion of the Advance that exceeds the Representative’s actual accountable out of pocket expenses incurred.]

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, including but not limited to: to (ai) all the preparation, printing, filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) with of the Commission; (b) Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all fees copies thereof and expenses relating any amendments thereof or supplements thereto supplied to the listing Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of such Public Securities on the Exchange and such other stock exchanges as Units, the Company shares of Common Stock and the Representative together determine; Warrants included in the Units and the Representatives' Purchase Option, (ciii) all fees, expenses and disbursements relating the registration, qualification or exemption of the Public Securities under the securities laws of such states state or foreign jurisdictions as securities or Blue Sky laws, including the Representative may reasonably designate costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements (includingincluding the cost of preparing the Secondary Market Trading survey) (not to exceed $______) to DP or Blank Rome LLP or any other counsel retained for such purpose, without limitation, all (iv) filing and registration fees, costs and expenses (including disbursements for the reasonable Representatives' counsel) incurred in registering the Offering with the NASD, (v) fees and disbursements of the Company’s “blue sky” counseltransfer and warrant agent, which will be the Representative’s counsel(vi) unless such filings are not required in connection with the Company’s proposed listing on a national exchange's expenses associated with "due diligence" and/or roadshow meetings arranged by the Representatives to the extent such meetings were agreed upon between the Company and the Representatives, if applicable; (dvii) the costs cost of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses preparing a videotape or a power point presentation of the Company’s accountants; 's business, (viii) the preparation, binding and delivery of bound transaction "bibles," containing SEC, NASD and closing documents and (gix) a maximum of $100,000 for accountable fees all other costs and expenses incurred customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically 1. The Company also agrees to pay for the cost of any background checks and credit searches of its directors and officers and affiliates, if requested by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredRepresentatives. 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 in this Agreement to be paid by the Company to the UnderwritersRepresentatives and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company and the Underwriters shall each be responsible for their expenses. The Representatives shall retain such part of the nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable 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 Ordinary Shares Public Securities to be sold in the Offering (including the Option Shares) offering 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 Shares on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all reasonable and documented fees, expenses and disbursements disbursements, if any, relating to the registration, registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other 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 it being agreed that such fees and expenses 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) the costs of all mailing and printing of documents in connection with the Offeringexceed $25,000); (e) all reasonable and documented 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; (f) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (fg) the reasonable and documented “road show” expenses, due diligence fees and expenses of the Company’s accountants; Underwriter (including, without limitation, reasonable and (g) a maximum of $100,000 for accountable fees documented domestic and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable foreign legal fees and disbursements for Representative’s counsel, travelbackground checks, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting travel expenses and other professional services and other out-of-pocket diligence expenses). For the sake The total amount of clarity, it is understood and agreed expenses that the Company shall be responsible for the Representative’s external legal counsel costs detailed in obligated to pay and/or reimburse under this section irrespective of whether the Offering is consummated or not, subject to Agreement shall not exceed a maximum total of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 85,000 (the “Advance”less amounts previously advanced). The Advance shall be applied 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.

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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA (and the reasonable fees of FINRA counsel, but only 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; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative with the consent of the Company may designate (including, without 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 Public Securities 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 applicabledesignate; (dg) the costs of all mailing and printing of the underwriting documents in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (fm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, 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; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (p) the $21,775 cost associated with the Offering including Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredOffering. 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.

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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) 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; (c) all fees, expenses and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 200,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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.

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, Agreement including, but not limited to: (ai) all the preparation, printing, filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) with of the Commission; (b) all fees Registration Statement, the Preliminary and expenses relating final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of 1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 for an investigative search firm of the listing Representative's choice to conduct an investigation of such Public Securities on the Exchange and such other stock exchanges as principals of the Company as shall be mutually selected by the Representative and the Representative together determine; (c) all fees, expenses and disbursements relating 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 (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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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 Representative and others. If the Offering is not consummated for any reason whatsoever, except as a result of the Underwriters' breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Underwriters in full for their out-of-pocket expenses actually incurred by the Underwriters, including, without limitation, its legal fees and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the nonaccountable expense allowance (described below in Section 3.13.2) previously paid, if any, as shall equal its actual out-of-pocket accountable expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket accountable expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares Securities to be sold in the Offering (including the Option SharesAdditional Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing quotation of such Public Securities on the Exchange OTCQB and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Company’s Offering is commenced on the Nasdaq Capital Market or on the OTCQB, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” counsel, which will be the Representative’s counsel) unless work by such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicablecounsel and an additional $5,000 at Closing); (df) 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 in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (fm) the fees and expenses of the Company’s accountants; and (gn) a maximum of $100,000 for accountable the reasonable fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (o) the $21,775 cost associated with the Offering including Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredOffering. 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.

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) the Company’s legal and accounting fees and disbursements; (b) the costs of preparing, printing, mailing, and delivering the registration statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, and the underwriting agreement and related documents (all in such quantities as the Representative may reasonably require); (c) the costs of preparing and printing stock certificates and warrant certificates; (d) the costs of any “due diligence” meetings; (e) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the this Offering (including the Option SharesOver-Allotment Option) with the CommissionSEC and the filing of the offering materials with FINRA; (bf) costs and expenses of qualifying the offering under the “blue sky” laws of the states specified by the Representative; (g) the reasonable and documented fees and disbursements of the Representative’s counsel; (h) background checks of the Company’s officers and directors; (i) all reasonable and documented fees and expenses relating to the listing of such Public Securities on the Exchange and such for conducting a Net Roadshow or other stock exchanges as the Company and the Representative together determineonline roadshow presentation; (cj) all fees, expenses preparation of bound volumes and disbursements relating the registration, qualification or exemption of the Public Securities under the securities laws of mementos in such states or foreign jurisdictions quantities 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 applicablerequest; (d) the costs of all mailing and printing of documents in connection with the Offering; (ek) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company us to the UnderwritersRepresentative; and (fl) the fees and expenses of the Company’s accountantstransfer agent, clearing firm, and registrar for the shares; and (gm) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance 20,000 to the Representative of $50,000 (for closing costs; provided that the “Advance”). The Advance shall be applied towards out-of-pocket actual accountable expenses set forth herein and any portion of the Advance Representative shall be returned back to the Company to the extent not actually incurredexceed $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, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ai) all the preparation, printing, filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (iii) filing fees, costs and expenses (including disbursements for the Representative’s counsel) incurred in registering the Offering with the Commission; NASD, (biv) 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; (c) all fees, expenses and disbursements relating 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 (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counselTransfer Agent, which will be the Representative’s counsel(v) unless such filings are not required in connection with the Company’s proposed listing on a national exchangeexpenses associated with “due diligence” meetings arranged by the Representative and (vi) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that, if applicable; (d) requested by the costs of all mailing Representative, it will engage and printing of documents in connection with pay up to $5,000 or such greater amount as may be mutually agreed to by the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from Representative and the Company to the Underwriters; and (f) the fees and expenses for an investigative search firm of the Company’s accountants; and (g) a maximum Representative’ choice to conduct an investigation of $100,000 for accountable fees and expenses incurred the principals of the Company as shall be mutually selected by the Underwriters in connection with Representative and the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredCompany. 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 in this Agreement to be paid by the Company to the UnderwritersRepresentative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses in connection with this Agreement or the transactions contemplated herein, including, without limitation, their legal fees and disbursements and “road show” and due diligence expenses. The Representative shall pay the fees of it's legal counsel from the funds received from commissions and discounts in the Offering.

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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option 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; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $5,000 in the aggregate; (e) all reasonable fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative may reasonably designate (including, without 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 (or, if less, the actual amount of such fees, expenses and disbursements) to such counsel at Closing, or if the reasonable fees Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 (or, if less, the actual amount of such fees, expenses and disbursements) to such counsel at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Company’s “blue sky” counsel, which will be Public Securities under the Representative’s counsel) unless securities laws of such filings are not required in connection with foreign jurisdictions as the Company’s proposed listing on a national exchange, if applicableRepresentative may reasonably designate; (dg) the costs of all mailing and printing of the underwriting documents in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) 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; and (fk) the fees and expenses of the Company’s accountants; and (gl) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (m) upon successful completion of the Offering, the $21,775 cost associated with the Offering including Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (n) upon successful completion of the Offering, up to $20,000 of the Underwriter’s actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible expenses for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredOffering. 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.

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, including but not limited to: to (ai) all the preparation, printing, filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (iii) filing fees incurred in registering the Offering with the Commission; NASD, (biv) 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; (c) all fees, expenses and disbursements relating 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 (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counselTransfer Agent, which will be the Representative’s counsel(v) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; expenses associated with “due diligence” meetings arranged by the Representative and (dvi) the all other costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company expenses customarily borne by an issuer incident to the Underwriters; and (f) the fees and expenses performance of the Company’s accountants; and (g) a maximum of $100,000 its obligations hereunder which are not otherwise specifically provided for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredSection 3.13. 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 in this Agreement to be paid by the Company to the UnderwritersRepresentative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses in connection with this Agreement or the transactions contemplated herein, including, without limitation, their legal fees and disbursements and “road show” and due diligence expenses. The Representative shall pay the fees of it's legal counsel from the funds received from commissions and discounts in the Offering.

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, including but not limited to: to (ai) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all filing fees copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (iii) to the extent incurred in accordance with Section 3.3, expenses relating to the registration qualification of the Ordinary Shares to be sold Securities under state or foreign securities laws, (iv) filing fees, costs and expenses (including disbursements for the Representatives’ counsel) incurred in registering the Offering (including the Option Shares) with the Commission; NASD, (bv) 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; (c) all fees, expenses and disbursements relating 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 (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counselTransfer Agent, which will be the Representative’s counsel(vi) unless such filings are not required in connection with the Company’s proposed listing on a national exchangeexpenses associated with “due diligence” meetings arranged by the Representatives and (vii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13. The Company also agrees that, if applicable; (d) requested by the costs of all mailing Representatives, it will engage and printing of documents in connection with pay up to $5,000 or such greater amount as may be mutually agreed to by the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from Representatives and the Company to the Underwriters; and (f) the fees and expenses for an investigative search firm of the Company’s accountants; and (g) a maximum Representatives’ choice to conduct an investigation of $100,000 for accountable fees and expenses incurred the principals of the Company as shall be mutually selected by the Underwriters in connection with Representatives and the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)Company. The Advance shall be applied 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 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 in this Agreement to be paid by the Company to the UnderwritersRepresentatives and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall reimburse the Underwriters in full for their out of pocket expenses in connection with this Agreement or the transactions contemplated herein, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses. The Representatives shall pay the fees of their legal counsel from the funds received from commissions and discounts in the Offering.

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.11.1(d)-(h) not to exceed $240,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company 66,194 has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 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 Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all COBRA Desk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Public Securities Shares on the Exchange NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating the registration, qualification or exemption to background checks of the Public Securities Company’s officers and directors in an amount not to exceed $5,000 per individual; (d) the reasonable fees and disbursements of the Underwriters’ counsel in excess of $200,000, as incurred, which excess is currently estimated to be in a range of $100,000–$125,000 but will depend on the actual fees and disbursements of such counsel in connection with the Offering, (e) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states or foreign and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the CompanyRepresentative’s counsel, it being agreed that if the Offering is commenced 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” counsel, which will be the Representative’s counsel) unless work by such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicablecounsel and an additional $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents in connection with (including, without limitation, the OfferingUnderwriting 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; (ei) the costs of preparing, printing and delivering certificates representing the Shares; (j) fees and expenses of the transfer agent for the Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (fm) 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 Representative’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriters’ actual “road show” expenses for the Offering; and (gq) a maximum the Underwriters’ costs of $100,000 for accountable fees and mailing prospectuses to prospective investors. All relevant expenses incurred by the Underwriters Underwriter in connection with items (1), (o), (p) and (q) of this Section will be borne by the Offering including “road show,” diligence including directors and officers’ background checkCompany, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of up to but no more than $130,000; the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall remaining balance will be responsible for borne by the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative 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 UnderwritersRepresentative.

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 the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as Revere may reasonably request; (b) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determineRevere may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered 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 applicabledesignated by Revere; (d) the costs fees of all mailing counsels and printing of documents in connection accountants for the Company, including fees associated with the Offeringany blue sky filings where applicable; (e) fees associated with the Company’s transfer and/or stamp taxesagent; (f) fees, if anynecessary, payable upon the transfer of securities from the Company associated with translation services; (g) expenses related to the Underwritersroad shows; and (fh) the fees and expenses of the Company’s accountantsexpenses associated with “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (g) a maximum of $100,000 for accountable fees provided, however, that all such costs and expenses pursuant to this Section 4.8.1 and otherwise which are incurred by the Underwriters Representative, inclusive of those expenses covered by the $80,000 Cash Retainer (defined below), shall not exceed $150,000 in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other aggregate (less any advances against out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company which shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance reimbursable to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards extent such out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent are not actually incurred). The With the exception of the Cash Retainer, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth herein above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing. Additionally, the Company has paid the Representative $80,000, as cash retainer fee (the “Cash Retainer”), which will be against anticipated out-of-pocket expenses, consisting of the following: (i) $40,000 was paid to the Representative upon the execution of the engagement letter, and (ii) $40,000 was paid to the Representative upon the filing of this registration statement. This payment was an advance against anticipated out-of-pocket expenses. Promptly, upon the consummation of this offering or the earlier termination of the engagement period in accordance with its terms, the underwriter will return the balance of any remaining portion of the advance to the extent such monies were not used for reasonable and documented out-of-pocket expenses 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, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 10.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date all fees 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: (ai) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus, and the final Prospectus and mailing of this Agreement and related documents, including the cost of all filing fees copies thereof and expenses relating any amendments thereof or supplements thereto supplied to the registration Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares to be sold and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) filing fees, costs and expenses (excluding the Representatives counsel fees) incurred in registering the Offering with FINRA (including the Option Shares) with the Commissionall COBRADesk fees); (biv) 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; (c) all fees, expenses and disbursements relating 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 (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 applicabletransfer and warrant agent; (dv) the costs preparation and delivery of all mailing transaction lucite cubes or similar commemorative items in a style and printing of documents in connection with quantity as reasonably requested by the OfferingRepresentatives; (evi) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees all costs and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s accountantsmanagement to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (gvi) a maximum of $100,000 for accountable fees all other reasonable costs and expenses incurred by incident to the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements performance of its obligations hereunder which are not otherwise specifically provided for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)Section 3.12. 1. The Advance shall be applied 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 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, Date the expenses set forth herein above (which shall be mutually agreed upon between the Company and the Representatives prior to Closing) to be paid by the Company to the UnderwritersRepresentatives and others. If the Offering is not consummated for any reason whatsoever, then the Company shall reimburse the Representatives in full for their respective out of pocket accountable expenses actually incurred through such date, less the Advance, including, without limitation, fees of counsel to the Representatives (which legal fees shall not exceed $150,000). If the Offering is not completed for any reason, BMC shall return such portion of the Advance that exceeds the Representatives’ actual accountable out of pocket expenses incurred.

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 Ordinary Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the registrationCompany’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification or exemption of the Public Securities under the “blue sky” securities laws of such states or foreign and other 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 it being agreed that such fees and expenses will be limited to: (i) if the Representative’s counselOffering is commenced on any of The NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE Amex, the Company shall pay actual expenses up to a maximum payment of $5,000 to such counsel at Closing, or (ii) unless if the Offering is commenced on the Exchange or the Over-the-Counter Bulletin Board, the Company shall pay actual expenses up to a maximum payment of $15,000 to such filings are not required in connection with counsel upon the Company’s proposed listing on a national exchange, if applicablecommencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (df) 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 in connection with (including, without limitation, the OfferingUnderwriting 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; (eh) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (fm) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, 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 $5,000; (n) the fees and expenses of the Company’s accountants; and (go) a maximum of $100,000 for accountable the fees and expenses incurred by of the Underwriters in connection Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Underwriter’s legal counsel not to exceed $25,000; (q) the $21,775 cost associated with the Offering including Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriter’s actual accountable “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements expenses for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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.the

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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the CommissionCommission and the listing of such Shares on the Exchange; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) all fees, expenses and disbursements relating to the registration, registration or qualification or exemption of the Public Securities Shares under the “blue sky” securities laws of such states or foreign and other 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 costs registration, qualification or exemption of all mailing and printing the Shares under the securities laws of documents in connection with such foreign jurisdictions as the OfferingRepresentative may reasonably designate; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including expenses for the Offering, (h) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and officers’ background checkup to $7,500, and reasonable legal fees (i) the Underwriters’ use of Ipreo’s book-building, prospectus tracking and disbursements compliance software for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed Offering; provided that the total expenses payable by the Company that are set forth in clauses (e) through (i) hereunder shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum not exceed an aggregate of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred207,500. 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; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7.3 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 the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as Revere may reasonably request; (b) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determineRevere may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered 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 applicabledesignated by Revere; (d) the costs fees of all mailing counsels and printing of documents in connection accountants for the Company, including fees associated with the Offeringany blue sky filings where applicable; (e) fees associated with the Company’s transfer and/or stamp taxesagent; (f) fees, if anynecessary, payable upon the transfer of securities from the Company associated with translation services; (g) expenses related to the Underwritersroad shows; and (fh) the fees and expenses of the Company’s accountantsexpenses associated with “due diligence” meetings arranged by the Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (g) a maximum of $100,000 for accountable fees provided, however, that all such costs and expenses pursuant to this Section 4.8.1 and otherwise which are incurred by the Underwriters Representatives, inclusive of those expenses covered by the $80,000 Cash Retainer (defined below), shall not exceed $150,000 in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other aggregate (less any advances against out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company which shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance reimbursable to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards extent such out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent are not actually incurred). The Representative With the exception of the Cash Retainer, 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 fees and expenses set forth herein above to be paid by the Company to the Representatives and others, as agreed to by the Company in writing. Additionally, the Company has paid the Representatives $80,000, as cash retainer fee (the “Cash Retainer”), which will be against anticipated out-of-pocket expenses, consisting of the following: (i) $40,000 was paid to the Representatives upon the execution of the engagement letter, and (ii) $40,000 was paid to the Representatives upon the filing of this registration statement. This payment was an advance against anticipated out-of-pocket expenses. Promptly, upon the consummation of this offering or the earlier termination of the engagement period in accordance with its terms, the underwriter will return the balance of any remaining portion of the advance to the extent such monies were not used for reasonable and documented out-of-pocket expenses incurred. 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, which are in excess of the Cash Retainer, to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 10.3 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 Ordinary Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees and expenses relating to associated with the listing review of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determineOffering by FINRA; (c) 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 designate; (including, without limitation, d) all filing and registration fees, and the reasonable fees expenses and disbursements relating to background checks 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) the costs of all mailing officers and printing of documents in connection with the Offeringdirectors and other due diligence expenses; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriterscosts associated with receiving commemorative mementos and lucite tombstones; and (f) the fees and expenses of the CompanyRepresentative’s accountantsCounsel; (g) the Underwriters’ due diligence expenses; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including Underwriters’ “road show,” diligence including directors and officers’ background checkexpenses for the Offering, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production with all of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other Underwriters’ actual out-of-pocket expenses. For the sake expenses under subsections 3.11.1(d)-(h) not to exceed $240,000, of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of which $50,000 in the event that there is not a Closing. Additionally, the Company _____ has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredpreviously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent 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 each 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 expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) securities with the Commission; (b) all fees and expenses relating to the listing of such Public Securities the Company’s common stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration, registration or qualification or exemption of the Public Securities securities under the “blue sky” securities laws of such states or foreign and other 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 as the Representative may reasonably designate; (e) the costs of all mailing and printing of documents in connection with the OfferingOffering documents; (ef) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; and (fg) the fees and expenses of the Company’s counsel and accountants; and (gh) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check”, diligence, and reasonable legal fees and disbursements for the Representative’s counselcounsel and any counsel to any syndicate organized by the Representative, travel, preparation and production of subject to such counsel presenting reasonably detailed supporting documentation for the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expensessame. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the above fees and expenses and the Representative’s external counsel's and any counsel to the syndicate’s legal counsel costs detailed in this section Section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that 100,000 whether or not there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and 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 Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwritersunderwriters on the terms herein. Upon the termination of this Agreement, the Company agrees to reimburse XX Xxxxxx for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company as provided for above and to reimburse XX Xxxxxx for the full amount of its expenses incurred to such date as provided above (which shall include, but shall not be limited to, all fees and disbursements of XX Xxxxxx’x legal counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred by XX Xxxxxx in conducting its due diligence. In addition, the Company shall pay to the Representative a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds that the Company receives in the Offering, including the Over-allotment Option.

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 Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing 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 determinedetermine or associated with the review of the Offering by FINRA; (c) 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, opinion in all jurisdictions of the Company and its subsidiaries and affiliates, 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) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (f) the fees and expenses of the Company’s accountants; and (g) a maximum of $100,000 300,000 for all accountable fees and expenses incurred by the Underwriters in connection with the Offering Offering, including “road show,” diligence including directors directors’ and officers’ background check, check and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. The parties acknowledge that the Company has paid an expense advance to the Representative of $ 30,000(together, the “Advance”) towards the foregoing accountable expense allowance and other expenses from time to time which shall be calculated at Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum not and any unearned portions of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”)advances shall be refunded. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 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, Date the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, in addition to the aforementioned accountable expenses, 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 Shares.

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 the costs of preparing, printing and filing fees and expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Representative may reasonably request; (b) all fees the costs of preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Public Securities on the Exchange and such other stock exchanges quantities as the Company and the Representative together determinemay reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered 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 designated by 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) the costs fees of all mailing counsels and printing of documents accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services. The Company has agreed to reimburse the Representative up to one hundred fifty thousand dollars ($150,000) for its reasonable out-of-pocket expenses in connection with the Offering. Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the Representative within 10 working days after the execution of the engagement letter, as a cash retainer fee; (eii) transfer and/or stamp taxes, if any, payable Fifty Thousand dollars ($50,000) was paid to the Representative upon the transfer public filing of securities from the Company to the UnderwritersRegistration Statement; and (fiii) Thirty Thousand dollars ($30,000) will be paid to the fees and expenses Representative upon the closing of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by Offering. Promptly, upon the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production consummation of the Offering documentsor the earlier termination of the engagement period in accordance with its terms, deal tracking software, printing the Representative will return the balance of any remaining portion of the advances to the extent such monies were not used for reasonable and reproduction costs, accounting and other professional services and other documented out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject expenses incurred pursuant to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurredSection 8.3 hereof. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.