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, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement and Warrant Agent Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the 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 the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); ); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs and expenses of preparing, printing and delivering certificates representing the Public SecuritiesCompany’s investor relations firm; (h) fees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (l) all reasonable the costs associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and documented “road show” expenses compliance software for the Offering up to a maximum of $10,000Offering; and (m) the due diligence fees Underwriters’ actual accountable “road show” expenses. The expenses to be paid by the Company and expenses of the Underwriters, including, without limitation, legal fees and expenses of reimbursed to the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters under this Section 3.10 shall not exceed $110,000 in 150,000. It is acknowledged that the aggregate (less any retainer previously Company has heretofore paid an expense advance to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)Representative of $25,000, including which shall be credited towards the fees and disbursements of the underwriters’ counselCompany’s payment or reimbursement obligations under this Section 3.10. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the Common Stock Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Common StockShares and Warrants; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative’s maximum aggregate expense reimbursement allowance will be $150,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(k)(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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all actual Public FINRA Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (ciii) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (div) all fees, expenses expenses, and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (ev) all actual fees, expenses expenses, and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jviii) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mix) the due diligence fees and expenses of the Underwriters, including, without limitation, Seventy-Five Thousand Dollars ($75,000) for legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all actual Public FINRA Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (ciii) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (div) all fees, expenses expenses, and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s Exchange listing; (ev) all actual fees, expenses expenses, and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jviii) the fees and expenses of the Company’s accountants; and (kix) the fees and Seventy-Five Thousand Dollars ($75,000) for expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the UnderwritersUnderwriter, including, without limitation, including legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $10,000 in the aggregate; (e) all fees, if any, 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 Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) 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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary;; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (j) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000 in the aggregate, 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; (k) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $175,000; (m) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (n) up to $30,000 of the Representative’s actual accountable “road show” expenses and due diligence expenses for the Offering up to a maximum Offering. For the sake of $10,000; clarity, it is understood and (m) agreed that the Company shall be responsible for Representative’s total external counsel legal costs detailed in this Section, any background check costs incurred by Representative and any due diligence fees and expenses costs, irrespective of whether the UnderwritersOffering is consummated or not, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall subject to $100,000 if there is not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsela Closing. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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 Company and the event Representative acknowledge that the Offering is terminated, Company has previously paid to the Company agrees to reimburse Representative an advance in an amount of $50,000 (the Underwriters pursuant to Section 8(c“Advance”) hereof. In against the event the offering is terminated, the Advance received against reasonable Representative’s out-of-pocket accountable expenses. The advance shall be applied towards out-of-pocket accountable expenses incurred in connection with set forth herein and any portion of the offering will Advance shall be returned to the issuer to Company at the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Closing Date, or the Option Closing Date, as applicable.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $150,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) 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 Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $75,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (f)(2)(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Shares, Option Shares and Warrant Shares on the ExchangeTrading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, fees and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives may reasonably designateRepresentative’s counsel at Closing); (f) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer agent Transfer Agent for the Common StockSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Representative with a limitation of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Closing Shares, Option Shares and Warrant Shares on the ExchangeTrading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors up to a maximum amount of $5,000; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of “blue sky” counsel); (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 Representatives may reasonably designateBlue Sky counsel); (f) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gi) the costs and expenses of the Company’s public relations firm; (j) the costs of preparing, printing and delivering certificates representing the Public Securities; (hk) fees and expenses of the transfer agent Transfer Agent for the Common StockSecurities; (il) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; and (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, including legal fees and expenses expenses) of the Underwriters and other diligence expenses; provided that these actual accountable expenses Representative incurred as a result of providing services related to the Underwriters shall not exceed $110,000 in Offering, with the aggregate (less any retainer previously paid maximum expense allowance to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselbe capped at $230,000. The Representatives Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any each 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. The Company further agrees that, providedin addition to the expenses payable pursuant to this Section 4.6(d), however, that in at the event that Closing it will pay to the Offering is terminated, Representative a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company agrees to reimburse from the Underwriters pursuant to Section 8(c) hereof. In sale of the event Closing Securities by deduction from the offering is terminated, proceeds of the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)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 incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the 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 the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Underwriter’s Counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 50,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter’s Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (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 Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid 25,000, subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not required to reimburse the underwriters’ counselRepresentative more than $150,000 in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Units and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $10,000 to such counsel at Closing); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Units, shares of Common Stock, shares of Underlying Common Stock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all the fees and expenses of the Underwriter’s legal counsel not to exceed $75,000, (m) 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 Underwriters may reasonably request in an amount not to exceed $3,000; and documented (n) the Underwriters’ actual “road show” expenses for the Offering up not to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel12,500. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the 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 the Common Stock Securities on the ExchangeNYSE American; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Representative Counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 75,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Representative in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 Representative Counsel in the aggregate (less any retainer previously paid to event that the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including Offering is consummated or $25,000 if the fees and disbursements of the underwriters’ counselOffering is not consummated. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $175,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) 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 Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $40,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (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 Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs and expenses of its public relations firm, if any; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented the Company’s actual “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charges by The Depository Trust for new securities; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives Representative may reasonably designate; (fe) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (f) the costs and expenses of a public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (h) fees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, ’ legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall counsel not to exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel125,000. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, provided, ; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C8.3(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the Common Stock Ordinary Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 150,000 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) 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 Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $125,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(a).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of at the Closing Date and the Option Closing Date, Time to the extent not paid at the Closing DateTime, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Best Efforts Shares to be sold in the 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 the Common Stock such Shares on the ExchangeNASDAQ; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such Best Efforts Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Best Efforts Shares under the securities laws of such foreign jurisdictions as the Representatives Placement Agent may reasonably designate; (f) the costs of all mailing and printing of the placement documents (including, without limitation, the Placement Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Placement Agent may reasonably deem necessary; (g) the costs and expenses of the public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesBest Efforts Shares; (hi) the fees and expenses of the transfer agent for the Common StockBest Efforts Shares; (ij) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (jk) the fees and expenses of the Company’s accountants; (kl) the costs associated with CD forms of the Offering materials; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees Placement Agent’s reasonable travel and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses as incurred in connection with its services up to an aggregate amount of $20,000, provided that travel expenses and other expenses in excess of $5,000 must be pre-approved by the offering will be returned Company via email; and (o) reasonable fees and disbursements of counsel(s) and advisors retained by the Placement Agent, up to an aggregate amount of the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)lesser of $190,000 and such amount.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented expenses of the Underwriters’ legal counsel in the amount not to exceed $75,000, (m) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering Offering, (n) up to a maximum $2,500 of the costs associated with receiving commemorative mementos and lucite tombstones, (o) $10,000; 20,000 for the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software in connection with the Offering, (mp) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and officer background checks (fees, expenses of the Underwriters and disbursements for such background checks not to exceed $10,000), travel expenses and other diligence expenses; , less $50,000 representing a total retainer payable to the Representative, of which (x) $20,000 was previously advanced as a retainer, and (y) $30,000 shall be due and payable immediately upon the Company’s filing the Registration Statement identifying the Representative as the lead manager in connection with the Offering, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselbe returned. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock ADSs on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Representative (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 150,000 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Representative acknowledges receipt of $________ (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (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 incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Closing Shares, Option Shares, Warrant Shares and Conversion Shares on the ExchangeTrading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ge) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer agent Transfer Agent for the Common StockSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)[, including, without limitation, fees and expenses pursuant to the Preferred Stock Agency Agreement and/or Warrant Agency Agreement]; (h) the fees and expenses of the Company's accountants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors which background checks shall be authorized by the Company; and (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for . In addition to the Offering up to a maximum of $10,000; and (m) the due diligence fees and aforementioned expenses of the UnderwritersCompany, including, without limitation, legal fees and expenses of the Underwriters Company will also reimburse the Representative for all travel and other diligence out-of-pocket expenses; provided that these actual accountable expenses , including the reasonable fees, costs and disbursements of the Underwriters its legal counsel, which shall not exceed $110,000 be limited to, in the aggregate $60,000 (less any retainer inclusive of $25,000 previously paid by the Company as an advance, which such advance shall be returned to the RepresentativesCompany to the extent that it is not offset by actual expenses in the Offering) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or any each 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in and the Offering Representative’s Securities with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities and the Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; and (jh) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 actual fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeNYSE MKT LLC, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, 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 Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) 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 and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel, not to exceed $50,000; (p) the $21,775 cost associated with the 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” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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, 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(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, 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 Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (ik) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000 in the aggregate., 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; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000 and the fees and expenses of the Underwriter’s PRC legal counsel, in an amount not to exceed RMB350,000 in the event of a Closing of the Offering, or $80,000 if there is no Closing; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Representative’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $30,000 (the “Advance”) against the Representative’s out-of-pocket accountable expenses and the Company is subject to make additional $50,000 payment to the Representative if there is not a closing. The advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned to the Company at the Closing Date, providedor the Option Closing Date, howeveras applicable. Notwithstanding anything to the contrary in this Section 3.11.1, that in the event that the Offering this Agreement is terminatedterminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company agrees to reimburse will pay the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses actually incurred in connection with the offering will be returned as allowed under FINRA Rule 5110 to the issuer to Underwriters through the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(Cdate of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance previously paid.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock Ordinary Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 150,000 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) 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 Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $125,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (f)(2)(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Closing Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System FINRA filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Closing Shares, Warrant Shares and Common Stock underlying the Underwriters' Warrants on the ExchangeNYSE MKT; (d) all actual fees, expenses and disbursements relating to background checks of the Company's officers and directors in an amount not to exceed $2,000 per individual and $6,000 in the aggregate such expenses to be documented prior to being reimbursed; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such securities to be sold hereunder under the “"blue sky” " securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); )); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such securities to be sold hereunder under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing any of the Public Securitiessecurities to be sold hereunder; (hi) fees and expenses of the transfer agent for the Common StockStock or warrant agent for the Warrants; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsRepresentatives; (k) the fees and expenses of the Company’s 's accountants; and (l) the fees and expenses of the Company's legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, Date 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 actual fees and expenses relating to the listing of the Common Stock such Securities on the ExchangeNYSE MKT LLC, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, 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 Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) 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 and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel, not to exceed $50,000; (p) the $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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, 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(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, to the extent not paid at the Closing Date or any prior Option Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the fees and expenses of the Underwriters’ legal counsel in the amount not to exceed $75,000, (m) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and expenses of the Underwriters officer background checks and other diligence expenses, less $25,000 representing a total retainer previously advanced as a retainer; provided that these actual accountable expenses of the Underwriters underwriter shall not exceed $110,000 125,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)aggregate, including the fees and disbursements of the underwriters’ underwriter’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, 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 Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (ik) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; 160,000 for reasonable, necessary and (m) the due diligence accountable out-of-pocket fees and expenses of the Underwritersincluding “road show”, including, without limitation, diligence and reasonable legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 disbursements for Underwriters’ Counsel, in the aggregate (less any retainer previously paid to the Representatives) in addition to any event there is a Closing or a maximum of $100,000 for reasonable, necessary and accountable out-of-pocket fees and expenses reimbursed pursuant to clause (l) above)including “road show”, including the diligence and reasonable legal fees and disbursements of for Underwriters’ Counsel , in the underwriters’ counselevent there is no Closing. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. The Company and the Representative acknowledge that the Company has previously paid to the Underwriters an advance in an amount of $50,000 (the “Advance”) against the Underwriters’ out-of-pocket accountable expenses. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned to the Company at the Closing Date, providedor the Option Closing Date, howeveras applicable. Notwithstanding anything to the contrary in this Section 3.11.1, that in the event that this Agreement is terminated for any reason other than by the Offering is terminatedCompany for “Cause” (as defined below), the Company agrees to reimburse will pay the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses actually incurred in connection with the offering will be returned as allowed under FINRA Rule 5110 to the issuer Underwriters through the date of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance previously paid. For purposes of this Agreement “Cause” shall mean (i) the material failure of the Underwriters to provide the extent not actually incurred underwriting services contemplated by this Agreement., as provided in accordance with FINRA Rule 5110(f)(2)(C5110(g)(5)(B), (ii) general incompetence or non-performance by the Underwriters, (iii) the failure by the Underwriters to fulfill their obligations under this Agreement including the performance of their services hereunder, (iv) gross negligence or willful misconduct by the Underwriters or (v) the legal inability of the Underwriters to perform their obligations under this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Class A Common Stock 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 the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) the fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives 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); (ecounsel, subject to a limit of $5,000, which will be the Representative’s counsel) all actual feesunless such filings are not required in connection with the Company’s proposed listing on a national exchange, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designateif applicable; (f) the costs of all mailing and printing of the Offering documents; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; [(gi) the costs and expenses of a public relations firm; ](j) the costs of preparing, printing and delivering certificates representing the Public Securities; (hk) fees and expenses of the transfer agent for the shares of Class A Common Stock; (il) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) 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; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; (q) the fees and expenses of Representative’s Counsel and (r) the Underwriters’ actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of $10,000; and (m) reimburse the due diligence fees and Representative for any expenses of set forth in the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 150,000 in the aggregate (less any retainer previously inclusive of the $50,000 advance paid to by the Representatives) in addition to any expenses reimbursed pursuant to clause (l) aboveCompany), including but not limited to the legal fees and disbursements of the underwriters’ counselroad show expenses as described therein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned other than amounts advanced to the issuer to Representative as of the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)date of this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Public Securities and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockStock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses, diligence expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and of Representative’s counsel not to exceed in the aggregate $60,000. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses of actually incurred as set forth in the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 60,000 in the aggregate (less any retainer previously paid aggregate, including but not limited to the Representativesreasonable legal fees as described in clauses (d) in addition to any expenses reimbursed pursuant to clause and (lk) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock ADSs on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Representative (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 204,500 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Representative acknowledges receipt of $________ (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(a).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Aegis may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jh) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mi) the due diligence fees and expenses of the Underwriters, including, without limitation, $50,000 for legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

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 on the Closing Date), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System FINRA filing fees associated with the review of the Offering by FINRAFINRA up to a maximum of $15,000, including legal fees and disbursements of counsel to the Underwriters in connection with such FINRA filings; (c) all fees actual fees, expenses and expenses disbursements relating to the listing background checks of the Common Stock on the ExchangeCompany’s officers and directors in an amount not to exceed $2,500 per individual, such expenses to be documented prior to being reimbursed; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such securities to be sold hereunder under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate and are required in connection with the Offering up to a maximum of $15,000 (including, without limitation, all filing and registration fees, fees and the reasonable legal fees and disbursements of counsel to the Underwriters in connection with such “blue sky” counsel); registrations or qualifications)); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such securities to be sold hereunder under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designatedesignate and are required in connection with the Offering (including related legal fees and disbursements of counsel to the Underwriters); (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Lxxxxxx may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing any of the Public Securitiessecurities to be sold hereunder; (h) fees and expenses of the transfer agent for the Common StockStock and Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (j) all fees, expenses and disbursements of counsel to the Underwriters; (jk) all fees and expenses relating to the application and listing of the Common Stock, Closing Shares, Option Shares and Warrant Shares on the NYSE MKT; (l) the fees and expenses of the Company’s accountants; and (km) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees and expenses of associated with a public relations firm engaged by the UnderwritersCompany; provided, includinghowever, without limitation, legal that the Company’s obligation with respect to the fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters described in clauses (a) through (j) above shall not exceed an aggregate of $110,000 in 100,000. The Company has paid the aggregate (less any retainer previously Representative an advance of $35,000, which will be applied against the accountable expenses that will be paid to the Representatives) Underwriters in addition to any expenses reimbursed pursuant to clause (l) above), including connection with the fees and disbursements Offering on each of the underwriters’ counselClosing Date and each Option Closing Date, and will be refunded to the extent not fully incurred. The Representatives Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or any each 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 actual fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeNasdaq Capital Market, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, 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 Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) 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 and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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, 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(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the 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 the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Underwriter’s Counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 100,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter’s Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 actual fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeNYSE MKT LLC, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all actual fees, if any, 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 Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) 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 and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel, not to exceed $50,000; (p) the $16,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $5,000 of the Representative’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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, 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(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Units and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $25,000 to such counsel at Closing); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Units, shares of Common Stock, shares of Underlying Common Stock and Preferred Shares and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $70,000 (less the $25,000 previously advanced, provided that any portion of the advance not utilized shall be returned); and (m) up to $20,000 for the Underwriter’s actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $10,000; 100,000 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described in clauses (d), (l) and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel); (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, 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 Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $175,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(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. In The Representative acknowledges receipt of $70,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (f)(2)(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (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 Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid 50,000, subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not required to reimburse the underwriters’ counselRepresentative more than $150,000 in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all actual Public FINRA Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (ciii) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (div) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (ev) 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 Representatives Underwriter may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jviii) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mix) the due diligence fees and expenses of the Underwriters, including, without limitation, Seventy-Five Thousand Dollars ($75,000) for legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Public Securities and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $25,000 to such counsel at Closing); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockStock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the UnderwritersUnderwriter’s legal counsel not to exceed $50,000. Notwithstanding the foregoing, including, without limitation, legal fees and the Company’s obligations to reimburse the Representative for any out-of-pocket expenses of actually incurred as set forth in the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 75,000 in the aggregate (less any retainer previously paid aggregate, including but not limited to the Representativesreasonable legal fees as described in clauses (d) in addition to any expenses reimbursed pursuant to clause and (l) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Ordinary Shares to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Ordinary Shares on the ExchangeNasdaq and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Ordinary Shares under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fd) the costs of all mailing and printing of the offering documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; , (ge) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesOrdinary Shares; (hf) fees and expenses of the transfer agent Depositary for the Common StockOrdinary Shares; (ig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jh) the fees and expenses of the Company’s accountants; (ki) the fees and expenses of the Company’s legal counsel and other agents agents;; and representatives; (lj) all reasonable and documented actual “road show” expenses for the Offering up to a maximum of $10,000; and (m) incurred by the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselCompany. The Representatives Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, Date 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 Underwriter. Such expenses shall include reimbursement of up to $75,000 of the event that the Offering is terminated, the Company agrees Underwriter’s actual expenses including but not limited to reimburse the Underwriters pursuant to Section 8(c(a) hereof. In the event the offering is terminated, the Advance received against reasonable travel and out-of-of pocket expenses incurred expense in connection with the offering will Offering; (b) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (c) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; and (d) preparation of bound volumes and Lucite cube mementos, other printed documents for closing and deal mementos. Any remaining costs and expenses of the Underwriter shall be returned borne by the Underwriter. The Underwriter acknowledges that $45,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock 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 the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $15,000 cap; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, Prospectuses without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer agent for the shares of Common Stock; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) 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 $1,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mo) the due diligence fees and expenses of the Underwriters, including, without limitation, ’ legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall counsel not to exceed $110,000 in 50,000; and (p) the aggregate (less any retainer previously paid to $21,775 cost associated with the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)Underwriters’ use of Ipreo’s book-building, including prospectus tracking and compliance software for the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company's officers and directors; (e) all fees, if any, 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 Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) 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 Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (ik) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000 in the aggregate., 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; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000 and the fees and expenses of the Underwriter’s PRC legal counsel, in an amount not to exceed RMB350,000 in the event of a Closing of the Offering, or $80,000 if there is no Closing; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Representative’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $30,000 (the “Advance”) against the Representative’s out-of-pocket accountable expenses and the Company is subject to make additional $50,000 payment to the Representative if there is not a closing. The advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned to the Company at the Closing Date, providedor the Option Closing Date, howeveras applicable. Notwithstanding anything to the contrary in this Section 3.11.1, that in the event that the Offering this Agreement is terminatedterminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company agrees to reimburse will pay the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses actually incurred in connection with the offering will be returned as allowed under FINRA Rule 5110 to the issuer to Underwriters through the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(Cdate of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance previously paid.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the Common Stock Ordinary Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities ; (h) fees and expenses of the transfer and warrant agent for the Common StockOrdinary Shares, Pre-funded Warrants and the Warrants; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsaccountants and legal counsel; and (k) the $100,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Representative Counsel. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Class A Common Stock 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 the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) the fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives 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); (ecounsel, subject to a limit of $5,000, which will be the Representative’s counsel) all actual feesunless such filings are not required in connection with the Company’s proposed listing on a national exchange, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designateif applicable; (f) the costs of all mailing and printing of the Offering documents; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gi) the costs and expenses of a public relations firm; (j) the costs of preparing, printing and delivering certificates representing the Public Securities; (hk) fees and expenses of the transfer agent for the shares of Class A Common Stock; (il) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) 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; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; (q) the fees and expenses of Representative’s Counsel and (r) the Underwriters’ actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of $10,000; and (m) reimburse the due diligence fees and Representative for any expenses of set forth in the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 150,000 in the aggregate (less any retainer previously inclusive of the $50,000 advance paid to by the Representatives) in addition to any expenses reimbursed pursuant to clause (l) aboveCompany), including but not limited to the legal fees and disbursements of the underwriters’ counselroad show expenses as described therein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned other than amounts advanced to the issuer to Representative as of the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)date of this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $150,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) 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 Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $75,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the 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 the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “"blue sky” " securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “"blue sky” counsel); " counsel which will be the Underwriter's Counsel); (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 Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers' Agreement, Underwriter's Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company's transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsUnderwriter; (k) the fees and expenses of the Company’s 's accountants; (l) the fees and expenses of the Company's legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 25,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter's Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities ADSs to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such ADSs on the ExchangeNasdaq Global Market; (dc) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such ADSs under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fd) the costs of all mailing and printing of the offering documents, Registration Statements, ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; , (ge) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (hf) fees and expenses of the transfer agent Depositary for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jg) the fees and expenses of the Company’s accountants; (kh) the fees and expenses of the Company’s legal counsel and other agents agents; and representatives; (li) all reasonable and documented actual “road show” expenses for the Offering incurred by the Company. The Underwriter is also entitled to reimbursement of up to a maximum of $10,000; and (m) the due diligence fees and expenses 150,000 of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable Underwriter’s out-of-pocket expenses incurred relating to the Offering, including but not limited to (a) reasonable travel and out-of-pocket expense in connection with the offering will Offering; (b) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (c) cost of due diligence meetings not exceeding $[number] in the aggregate; and (d) preparation of printed documents for closing and deal mementos with costs not exceeding $[number]. Any remaining costs and expenses of the Underwriter shall be returned borne by the Underwriter. The Underwriter acknowledges that US$[number] of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lthe “Representative Legal Expenses”) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,00050,000; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ). The Representative’s maximum aggregate expense reimbursement allowance will be $57,500. The Representative, with the prior approval of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)Company, including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters Underwriters, director and officer background checks and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (jh) the fees and expenses of the Company’s accountants; accountants and (ki) the $100,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented including “road show” expenses for the Offering up to a maximum of $10,000; ”, diligence, and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, reasonable legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Representative’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the 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) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the 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 the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (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 Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid [_____], subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not be required to reimburse the underwriters’ counselRepresentative more than $[_____] in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all 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 the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (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 Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the fees and expenses of the Underwriters’ legal counsel in the amount not to exceed $50,000, (m) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and expenses of the Underwriters officer background checks and other diligence expenses, less $20,000 representing a total retainer previously advanced as a retainer; provided that these actual accountable expenses of the Underwriters underwriter shall not exceed $110,000 125,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)aggregate, including the fees and disbursements of the underwriters’ underwriter’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).