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

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rp) up to $10,000 for data services and communications expenses; and (sq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the Representative agrees that fees and expenses of its legal counsel shall not exceed $75,000 if Offering is not consummated.

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 Common Shares to be sold in the Offering (including the Option Shares) Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative EX Xxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be EX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative EX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersEX Xxxxxx; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel directors and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel officers in an amount not to exceed $125,00015,000 in the aggregate; (qj) up to $20,000 of EX Xxxxxx’x actual accountable road show expenses for the Offering; (k) the $29,500 cost associated with the Representative’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rl) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (tm) up the fees for EX Xxxxxx’x legal counsel amount not to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500100,000. The Representative may deduct up to an aggregate reimbursement of $170,000 from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering and incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Firm Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregateOrdinary Shares; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities under the securities laws of such foreign jurisdictions as the Representative representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryoffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwritersunderwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) all filing fees and communication expenses associated with the review of this offering by FINRA; and (i) other expenses, considering that a total amount of all fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable including “road show”; and (t) up to $30,000 of the Representative’s market making and trading,” diligence, and clearing firm settlement expenses reasonable legal fees and disbursements for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses underwriters’ counsel shall not exceed $214,500100,000. The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriter; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; expenses and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 cost costs associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses. The expenses to be paid by the Company and (t) up reimbursed to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses Underwriters under this Section 3.10 shall not exceed $214,500150,000. In addition, the Company shall be responsible for all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3.

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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares, Warrants and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gc) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys the Underwriting Agreement and, if appropriate, any Agreement among Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (id) the costs of preparing, printing and delivering certificates representing the Public Securities; (je) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pi) fees all reasonable fees, expenses and expenses disbursements relating to background checks of the RepresentativeCompany’s legal counsel officers and directors in an amount not to exceed $125,0005,000 per individual; (qj) the $29,500 cost fees and expenses associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (rk) up to $10,000 for data services the fees and communications expenses; (s) up to $10,000 expenses of the RepresentativeUnderwriter’s legal counsel and (l) the Company’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $150,000 in the aggregate in the event of a Closing of the Offering ($50,000 of which has been paid as an advance ($25,000 was paid upon the signing of the engagement letter and $25,000 was paid upon the initial filing of the Registration Statement) (the “Advance”) prior to the Execution Date) and a maximum of $50,000 in the event there is not a Closing. 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 Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. The Subject to the provisions of Section 3.10.3, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, an amount equal to the sum of all documented out-of-pocket and other expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification qualification, if required, of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000; the parties recognize, however, that the Underwriter will incur no such blue sky counsel fees if and to the extent the Securities are listed on the Exchange); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions jurisdictions, if required as reasonably designated by the Representative may reasonably designateUnderwriter and agreed by the Company; (g) the costs of all printing and mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any the Underwriting Agreement among Underwriters, and the Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common SharesSecurities as well as for the clearing firms that will transfer the Securities to the investors therein; (k) any stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; (p) the reasonable fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00030,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking reasonable travel expenses; and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and reasonable clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500DTC charges. The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $5,000); (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (fvi) if necessary, all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mxi) the costs associated with one set of bound or compact-disc 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, request in an amount not to exceed $3,000 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qxiv) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rxv) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For , if the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Offering is consummated. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an aggregate amount not to exceed $3,000 in aggregate5,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel in an amount not to exceed $125,000135,000; (qp) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in clauses (d), (l), (o), (p), (q) and (r) above in the foregoing expenses preceding sentence shall not exceed $214,500175,000 in the aggregate for such foregoing fees and expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares ADSs to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities ADSs on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual, which fees, expenses and disbursements shall not exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (fd) all 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 Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Deposit Agreement, Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (h) the costs and expenses of a public relations firm; (if) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (jg) fees and expenses of the Transfer Agent Depositary and transfer agent for the Common SharesADSs; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees and expenses the costs associated with post-Closing advertising of the Representative’s legal counsel not to exceed $125,000; (q) Offering in the $29,500 cost associated with national editions of the Representative’s use of Ipreo’s book-building, prospectus tracking Wall Street Journal and compliance software New York Times except that that Company shall only reimburse the Representative for the Offeringcosts of this subsection (k) if the Company gives its prior written consent to such advertisements; and (rl) up to $10,000 7,500 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Datebe 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 Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all feesexpenses, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; designate (f) including, without limitation, all fees, expenses filing and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; registration fees); (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, and any “blue sky sky” surveys and, if appropriate, any Agreement agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and expenses of a public relations firm; lucite tombstones in an aggregate amount not to exceed $5,000; (if) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; Securities; (jg) fees and expenses of the Transfer Agent for the Common Shares; Securities (kincluding, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel representatives not to exceed $125,000; 95,000 and, if the Offering is not consummated, not to exceed $50,000; (qk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) up to $20,000 of XX Xxxxxx’x actual accountable road show expenses for the Offering; and (m) $29,500 cost associated with the Representative’s XX Xxxxxx’x use of IpreoXxxxx’s book-book building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake any avoidance of claritydoubt, the aggregate reimbursement for the foregoing reimbursable accountable expenses shall are not to exceed $214,50095,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, any amounts paid or payable under this Section 4.06(d) in no way limits or impairs the indemnification and contribution obligations set forth in Article 6 hereof and any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Representatives may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) 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 Representatives may reasonably request, in an amount not request up to exceed $3,000 in aggregate2,500; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00060,000; (p) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; and (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that the maximum amount that the Company shall pay for items (rd), (l), (o), (p) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tq) up to shall be $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500127,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representatives as of the date of this Underwriting 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 related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Public Shares to be sold in the Offering (including the Option Shares) with the Securities and Exchange Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” or securities laws of such states, if applicable, states of the United States of America and other jurisdictions as designated by the Representative may reasonably designateRepresentatives, including the reasonable fees and expenses of blue sky counsel to the Representatives; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as reasonably designated by the Representative may reasonably designateRepresentatives; (ge) the costs of all mailing and printing of documents relating to the underwriting documents Offering (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary); (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the our transfer of securities from the Company Public Shares to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pi) all filing fees and communication expenses associated with the review of the Representative’s legal counsel not to exceed $125,000Offering by FINRA; (qj) expenses incurred by the Underwriters for any roadshow for the Offering up to $10,000; (k) the $29,500 cost associated with the Representative’s Representatives’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; (r) Offering up to $10,000 for data services and communications expenses29,500; (sl) all fees, expenses and disbursements relating to background checks of directors and officers of the Company in an amount not to exceed $10,000 in the aggregate; (m) the costs associated with bound volumes of the offering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; (n) the fees of counsel to the Underwriters in an amount not to exceed $140,000; provided, that the Company agrees to pay the fees of external counsel legal costs to the underwriters regardless of whether the Offering is consummated, and provided further that, in the event there is not a Closing, the Company shall pay the actual expenses incurred by the Underwriters for such legal counsel up to $10,000 50,000. The Company shall also pay to the Representatives a non-accountable expense allowance equal to 1% of the Representative’s actual accountable “road show”; and (t) up to $30,000 gross proceeds of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Offering at Closing. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Underwriter together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; , (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.6 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the Transfer Agent for the Common SharesAgent; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m1) 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 will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, in an amount not to exceed $3,000 in aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 16,000 cost associated with the Representative’s use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (sp) up to $10,000 of the Representative’s Xxxxxx’x actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500offering. The Representative Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration registration, qualification, or qualification exemption of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00050,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. In no event shall such accountable expenses exceed $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all documented filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchanges; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (lg) to the extent approved by the Company in writingdocumented “road show” expenses, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the due diligence fees and expenses of the Company’s accountants; Underwriter (o) the fees including, without limitation, domestic and foreign legal counsel, background checks, travel expenses of the Company’s legal counsel and other agents and representatives; (pdiligence expenses) fees and expenses of the Representative’s legal counsel not to exceed a total of $125,000; 125,000 (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares ADSs to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm (provided such public relations firm is approved by the Company); (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering, if used; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”, market making and trading, and clearing firm settlement expenses for the Offering; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500200,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Ordinary Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountantsAuditor; (ok) the fees and expenses of the Company’s legal counsel and other agents and representativesUnderwriters; and (pl) the due diligence fees and expenses of the Representative’s Representative (including, without limitation, domestic and foreign legal counsel counsel, background checks, travel expenses and other diligence expenses) not to exceed a total of $125,000; 150,000 in the aggregate (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas limited by this Section 3(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 Underwriter pursuant to Section 8(c) hereof. The Representative acknowledges receipt of $100,000 (“Advance”) prior to the date hereof. Notwithstanding the foregoing, the Advance received by the Representative will be reimbursed to the Company to the extent that the expenses were not actually incurred in compliance with FINRA Rule 5110 (g)(4)(a).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock and fees and expenses of the warrant agent under the Warrant Agent Agreement; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an aggregate amount not to exceed $3,000 in aggregate5,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel in an amount not to exceed $125,000; (qp) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. “road show.” The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities shares of Common Stock on the Exchange and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company {DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such shares of Common Stock under the “blue sky” ’’ securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm referred to in Section 3.8 (h) hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses expenses. of the Transfer Agent transfer agent for the Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-post- Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite Incite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreolpreo’s book-book building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Representative actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the The aggregate accountable expense reimbursement for the foregoing expenses shall will not exceed $214,500200,000 (of which $25,000 has been paid as an advance (“Advance”) pursuant to that certain engagement letter, May 25, 2023, by and between the Company and ThinkEquity LLC (as amended on September 22, 2023 (the “Engagement Letter”)). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Public Securities, the Warrant Shares to be sold in and the Offering (including the Option Shares) Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer transfer agent for the shares of Common Stock and the Warrant Agent for the Common SharesWarrants; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The Representative acknowledges having received prior to the date of this Agreement an advance of $35,000 to be credited against the expenses in Section 3.10.1.

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 Date, all expenses (which expenses (other than expenses described in clause (j) herein) shall not exceed $75,000 in the aggregate with respect to the Closing Date and all Option Closing Dates, if any) 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 Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel, if any); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qk) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (rl) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For ; and (m) the sake Underwriters’ costs of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500mailing prospectuses to prospective investors. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate ; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(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 Common Shares Public Securities and the Representative’s Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000counsel; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s ,” market making and trading, and clearing firm settlement expenses for the Offering. For Notwithstanding the sake of clarityforegoing, the aggregate reimbursement Company’s obligations to reimburse the Underwriters for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500150,000 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s Underwriters’ actual accountable “road show,” market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mj) the costs associated with one set of bound volumes of the public offering materials materials, as well as the costs associated with commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000 in aggregate, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 10,00 for data services and communications expenses; and (sp) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in Public Securities and the Offering (including the Option Shares) Representatives Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $20,000); (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock and Warrants; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) the fees and expenses of the Representative’s legal counsel, not to exceed $50,000, and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Conversion Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Conversion Shares and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 8.3, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel); (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) an accountable expense allowance of up to $75,000 of the Underwriters’ expenses, which shall cover the following accountable expenses in full: (i) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors directors; (ii) the cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (iii) the Representative’s “road show” expenses for the offering; (iv) the costs associated with post-closing advertising of the offering in the national editions of the Wall Street Journal and New York Times, subject to the Company’s approval; (v) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an amount not to exceed $7,000 in the aggregate5,000; (evi) the fees and expenses of the Underwriters’ legal counsel and other agents and representatives; (vii) all fees, expenses and disbursements relating to the registration or qualification of the Public Firm Securities or Additional Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents designate (including, without limitation, this Agreementall filing and registration fees, any and the reasonable fees and disbursements of “blue sky surveys andsky” counsel, if appropriatenecessary, any Agreement among Underwriterssubject to the qualifications in that certain letter agreement between the Company and the Representatives, Selected Dealers’ Agreementdated July 9, Underwriters’ Questionnaire 2013); and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hvii) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and such other expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500described above. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the “blue sky” securities laws of such foreign states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Representative Counsel); (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, and other Offering documents, in the amount not to exceed $3,500; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mh) 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, in an aggregate amount not to exceed $3,000 in aggregate5,000; (ni) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (qo) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rp) up to $10,000 6,000 for data services and communications expenses; and (sr) up to $10,000 20,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the such Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the legal fees and disbursements of counsel to the Representativeirrespective of whether the Offering is consummated or not, subject to $25,000 if there is not a Closing. The Company shall at its own expense conduct background checks, by a background search firm acceptable to the Representative, on the Company’s senior management and Board of Directors.

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 documented filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Ordinary Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lg) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal Benchmark’s legal and New York Times; (m) 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, in an amount additional diligence expenses not to exceed $3,000 75,000 in the aggregate; and (ng) the documented “road show” expenses, due diligence fees and expenses of the Company’s accountants; Underwriter (o) the fees and including, without limitation, background checks, travel expenses of the Company’s legal counsel and other agents and representatives; (pdiligence expenses) fees and expenses of the Representative’s legal counsel not to exceed a total of $125,000; 50,000 (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each or cause to be paid all fees, disbursements and expenses in connection with the Offering, including (a) the Company’s legal and accounting fees and disbursements; (b) the costs of preparing, printing, mailing and delivering the Closing Date Registration Statement, the Preliminary Prospectus(es) and the Option Closing DateProspectus and amendments thereto, if anypost-effective amendments and supplements thereto, to this Agreement and related documents (all in such quantities as the extent not paid at Underwriters may reasonably require); (c) preparing and printing stock certificates and warrant certificates; (d) the Closing Date, costs of any due diligence meetings; (e) all reasonable and documented fees and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: for conducting a net road show presentation; (af) all filing fees (including Commission filing fees) and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designateSecurities; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; FINRA filing fees: (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Public Securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountantstransfer agent, clearing firm and registrar tor the Public Securities; (oj) actual accountable road show expenses for the Offering; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking building and compliance software for the Offering; (rl) up reasonable and documented fees and disbursements of Representative Counsel in an amount not to exceed $10,000 75,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for data services and communications expensesin this Section 3.8.1); (sm) up to $10,000 background checks of the RepresentativeCompany’s actual accountable “road show”officers and directors; (n) preparation of bound volumes and (t) up Lucite cube mementos in such quantities as the Underwriters may reasonably request; provided, however, in no event shall the expenses paid to the Representative or reimbursed by the Company pursuant to this Section 3.8.1 exceed $30,000 130,000, including the fees and disbursements of Representative Counsel and inclusive of the Representative’s market making and trading, and clearing firm settlement $25,000 advance previously paid by the Company to the Representative for out-of-pocket accountable expenses for (the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500“Advance”). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.1.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $100,000, inclusive of the Advance and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, the Advance will be reimbursed to the Company to the extent not actually incurred in compliance 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; and (sr) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate including external attorneys fees (not to exceed $20,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(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 Common Shares Public Securities to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors Directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent for the Common SharesAgent; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with one post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York Times; (ml) the costs associated with one set of bound volumes CD form of the public offering materials as well as commemorative mementos and or lucite tombstones, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (nm) the fees and expenses of the Company’s accountantsAuditor; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) fees all other costs and expenses expense of the Representative’s legal counsel not Company incident to exceed $125,000; (q) the $29,500 cost associated with Offering or the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 performance of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Company under this Agreement. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The Representative acknowledges receipt of $75,000 (the “Advance”) prior to the date hereof of the actual expenses incurred by the Representative in connection with the Offering as set forth in this Section 3.8.1. Notwithstanding the foregoing, the Advance received by the Representative will be reimbursed to the Company to the extent that the expenses were not actually incurred in compliance 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 DateDate (in each case, if then due), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option SharesADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and ADSs on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNasdaqCM; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees), which will be the Representative’s counsel’s fees and expenses fixed at $25,000 payable to such counsel at Closing Date; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities ADSs from the Company to the Underwriters; and (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rg) up to $10,000 100,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; ” expenses, legal expenses and (t) up additional diligence expenses not covered by this Section. Notwithstanding any provision of this Agreement to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of claritycontrary, the aggregate reimbursement for the foregoing expenses Company shall not exceed $214,500. The be required to reimburse the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing DateUnderwriters legal, if any, due diligence and “road show” expenses in excess of $125,000. Payment for the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters shall be made on the Closing Date or Option Closing Date, as applicable, by wire transfer in Federal (same day) funds, payable to the order of the Representative, provided the Representative has previously delivered to the Company an adequate accounting of such expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; , (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (qp) the $29,500 cost associated with the Representative’s use of if Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Representatives actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing The aforementioned Representative’s expenses shall not exceed be limited to a maximum of $214,500125,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; designate in an amount not to exceed $10,000 in the aggregate (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate in an amount not to exceed $10,000 in the aggregate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.;

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Closing Shares, Option Shares, [Pre-Funded Warrant Shares] and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of a the Company’s public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nh) the fees and expenses of the Company’s accountants; and (oi) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public the Company’s investor relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (ql) the $29,500 cost costs associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rm) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses. The expenses to be paid by the Company and (t) up reimbursed to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses Underwriters under this Section 3.10 shall not exceed $214,500150,000. In addition, the Company shall be responsible for all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,500 in the aggregate. It is acknowledged that the Company has heretofore paid an expense advance to the Representative of $25,000, which shall be credited towards the Company’s payment or reimbursement obligations under this Section 3.10. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; expenses and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,600 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000175,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 5,000 for data services and communications expenses; (sr) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (ts) up to $30,000 15,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the such Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing closing advertising of the Offering in the national editions of the Wall Street Journal and New York TimesTimes not to exceed $30,000 in the aggregate; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; (sr) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (ts) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident related to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common offering and sale of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers Named Executive Officers and directors in an amount directors, which fees shall not to exceed $7,000 in the aggregate7,500; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel counsel, which fees and expenses shall not exceed $100,000, and other agents and representatives; (pn) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (qo) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For Notwithstanding the sake of clarityforegoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500125,000 in the aggregate, including, but not limited to, the legal fees and road show expenses as described therein but excluding the background check set forth in subsection (d) hereof. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersRepresentative. The $50,000 advance previously paid to the Representative (the “Advance”) shall be applied towards the out-of-pocket expenses set forth in this Section 3.10 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Company further agrees that, in addition to the expenses payable pursuant to this Section 3.10, on the Closing Date and on the Option Closing Date, as applicable, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of Public Securities.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; and (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; such background checks shall be billed directly to the Company by the third party vendor; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent and/or depository receipt agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications communication expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and any Blue Sky Surveys (not to exceed $10,000) in each case as is necessary for an Offering of this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneytype), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the Company’s public relations firm, should the Company engage such a firm in its discretion; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares, if requested; (ji) fees and expenses of the Transfer Agent transfer agent for the Common SharesStock; (kj) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities the Shares from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s legal counsel not Counsel (subject to exceed $125,000the limitations below); (qn) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For , with all of the sake of clarity, the aggregate reimbursement for the foregoing Underwriters’ out-of-pocket expenses shall under sub-sections 3.10.3(d) not to exceed $214,5007,500, and under sub-sections 3.10.3 (m)-(o) not to exceed $85,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of a the Company’s public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) all fees, expenses of the Representative’s legal counsel and disbursements (not to exceed $125,000; (q10,000) relating to the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 registration or qualification of the Representative’s actual accountable Securities under the “road show”; blue sky” securities laws of such states and other jurisdictions as Representative may reasonably designate (t) up to $30,000 including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the RepresentativeCompany’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters“blue sky” counsel).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public 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 such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 5,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 15,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares ADSs to be sold in the Offering (including the Option SharesADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500175,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters In accordance with Section 8.3, the amounts payable to the Representative (inclusive of amounts to the Representative Counsel) shall not be more than an aggregate of $175,000, including the Advance (as such term is defined in Section 8.3 hereof), and shall only be payable on the Closing Date.

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 Common Shares to be sold in the Offering (including the Option Shares) Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative XX Xxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be XX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative XX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersXX Xxxxxx; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $7,500 of XX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $125,000Offering; (qj) the $29,500 4,500 cost associated with the Representative’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rk) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $3,000; and (tl) up the fees for XX Xxxxxx’x legal counsel, in an amount not to exceed $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering135,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for XX Xxxxxx’x external counsel legal costs detailed in this Section 3.10.1 irrespective of whether the foregoing expenses shall Offering is consummated or not, subject to $50,000 if there is not exceed a Closing. Additionally, the Company previously provided an expense advance (the “Advance”) to XX Xxxxxx of $214,50050,000. The Representative Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Advance shall be returned to the Company to the extent not actually incurred. XX Xxxxxx may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersunderwriters.

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 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 Common Shares ADSs to be sold in the Offering (including the Over-allotment Option SharesSecurities) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities ADSs on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (fd) all 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 Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Deposit Agreement, Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (hf) the costs and expenses of a the public relations firm; (ig) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (jh) fees and expenses of the Transfer Agent Depositary and transfer agent for the Common SharesADSs; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mj) the costs associated with one set of bound volumes of the public offering materials as well as for commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of $16,000 for the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; (rn) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times except that that Company shall only reimburse Rxxxxx for the costs of this subsection (n) if the Company gives its prior consent to such advertisements; and (o) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Upon written request by the Company, the Underwriters will keep the Company informed of the expenses and costs listed in sub-sections (c), (j), (n) and (o).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; communication expenses and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s Underwriters’ market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock (including the Option Shares), Firm Warrants and Option Warrants to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board, and the reasonable fees upon the commencement of “blue sky” work by such counsel of up to $15,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $100,000; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement without limiting the generality of the foregoing, the Advance will be debited against actual out-of-pocket accountable expenses 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 Common Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, such fees, expenses and disbursements shall be limited to $1,000 and shall be paid to Representative Counsel at Closing; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, up to $3,000, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel Company Counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event the Offering is terminated, the Company agrees to reimburse the Representative pursuant to Section 8.3 hereof. All expenses to be reimbursed shall be so requested in writing, with evidence of incurrence of same.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate15,000; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm as set forth in Section 3.8; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tp) up to $30,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate including external attorneys fees (not to exceed $20,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York TimesTimes not to exceed $3,000; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s named executive officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) stock fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount tombstones not to exceed $3,000 in aggregate5,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and communications expensesNew York Times; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ other actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500150,000 in the aggregate for legal fees and related expenses; provided, that such limitations shall not be inclusive of any fees payable in connection with the Company’s sale of securities to certain Canadian investors referenced in Section 3.18 hereof. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters from the flow of funds relating to such Closing Date or Option Closing Date, as the case may be.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (bii) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) FINRA and all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (eiii) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (giv) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessarynecessary in the performance of the Underwriters’ obligations hereunder; (hv) the costs and expenses of a the Company’s public relations firm; (ivi) the costs of preparing, printing and delivering certificates representing the Public Securities; (jvii) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kviii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nix) the fees and expenses of the Company’s accountants; (ox) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxi) fees and the expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rxii) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 7,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs not to exceed $3,000 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, in an amount not to exceed $3,000 in aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000110,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; (sr) up to $10,000 5,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (ts) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the 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 Common Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesa national exchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” securities laws (including, without limitation, all filing and registration fees, and the reasonable and documented fees and disbursements of the Company’s “blue sky” counsel, unless such statesfilings are not required in connection with the Company’s proposed listing on a national exchange, if applicable, and other jurisdictions as the Representative may reasonably designate; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Public Shares from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and expenses up to $20,000 of the Representative’s legal counsel not to exceed $125,000actual accountable road show expenses for the Offering; (qj) the $29,500 cost associated with the Representative’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rk) up the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $10,000 5,000; and (l) the fees for data services and communications expenses; (s) up to $10,000 of the Representative’s actual legal counsel, in an amount not to exceed $175,000 ($50,000 if there is not a Closing). Upon the execution of this engagement letter, the Company shall at its own expense conduct background checks, by a background search firm acceptable to the Representative, on the Company’s senior management and board of directors. The $50,000 advance previously paid to the Representative shall be applied towards out-of-pocket accountable “road show”; expense set forth herein and (t) up to $30,000 any portion of the Representative’s market making and trading, and clearing firm settlement expenses for such shall be returned to the Offering. For Company to the sake of clarity, the aggregate reimbursement for the foregoing expenses shall extent not exceed $214,500actually incurred. The Representative may Underwriters shall also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate ; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 20,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”” expenses for the Offering; and (t) up to $30,000 15,000 of the Representative’s Underwriters’ market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing quotation of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Nasdaq Capital Market , the Company shall make a payment of $5,000 to Representative Counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board (which includes the Trading Market), the Company shall make a payment of $15,000 to Representative Counsel upon the commencement of “blue sky” work by Representative Counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer transfer agent for the Ordinary Shares and the Warrant Agent for the Common SharesWarrants; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00075,000, plus the legal fees an expenses of the prior underwriters previously engaged by the Company in connection with its initial public offering in a total amount equal to $145,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 5,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock (including, without limitation, the Firm Shares, the Pre-Funded Warrant Shares and the Option Shares) on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; and (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; designate in an amount not to exceed $10,000 in the aggregate (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate in an amount not to exceed $10,000 in the aggregate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the RepresentativeUnderwriter’s market making and trading, and clearing firm settlement expenses for the Offering. For ; (u) the sake fees and expenses of clarity, the aggregate reimbursement for Company’s legal counsel and other agents and representatives; and (v) the foregoing fees and expenses shall of the Underwriter’s legal counsel not to exceed $214,500125,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and fees of outside legal counsel not to exceed $15,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000175,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the such Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA and the TSXV; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange Exchange, the TSXV and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “"blue sky” " securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ ' Agreement, Underwriters’ ' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm as described in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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 will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s 's accountants; (o) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters' use of Ipreo’s 's book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 5,000 for data services and communications expenses; (s) up to $10,000 5,000 of the Representative’s 's actual accountable “"road show”" expenses; and (t) up to $30,000 of the Representative’s 's market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the aggregate expenses reimbursable by the Company to the Representative or the Underwriters pursuant to this Section 3.10.1 (together with any expenses reimbursable pursuant to Section 8.3) shall not exceed $150,000 without the prior written consent of the 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 related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Public Shares to be sold in the Offering (including the Option Shares) with the Securities and Exchange Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” or securities laws of such states, if applicable, states of the United States of America and other jurisdictions as designated by the Representative may reasonably designateRepresentative, including the reasonable fees and expenses of the Representative’s blue sky counsel; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as reasonably designated by the Representative may reasonably designateRepresentative; (ge) the costs of all mailing and printing of documents relating to the underwriting documents Offering (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary); (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the our transfer of securities from the Company Public Shares to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pi) all filing fees and communication expenses associated with the review of the Representative’s legal counsel not to exceed $125,000Offering by FINRA; (qj) expenses incurred by the Underwriters for any roadshow for the Offering up to $10,000; (k) the $29,500 cost associated with the Representative’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; (r) Offering up to $10,000 for data services and communications expenses29,500; (sl) all fees, expenses and disbursements relating to background checks of directors and officers of the Company in an amount not to exceed $10,000 in the aggregate; (m) the costs associated with bound volumes of the offering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; (n) the fees of counsel to the Underwriters in an amount not to exceed $140,000; provided, that the Company agrees to pay the fees of external counsel legal costs to the underwriters regardless of whether the Offering is consummated, and provided further that, in the event there is not a Closing, the Company shall pay the actual expenses incurred by the Underwriters for such legal counsel up to $10,000 50,000. The Company shall also pay to the Underwriters a non-accountable expense allowance equal to 1% of the Representative’s actual accountable “road show”; and (t) up to $30,000 gross proceeds of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Offering at Closing. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof). The Company has advanced to the Representative the sum of $25,000 against fees and expenses of legal counsel and other out-of-pocket accountable expenses anticipated to be incurred, subject to reimbursement by the Representative to the Company if not actually incurred, in accordance with FINRA Rule 5110(g)(4)(A) and Rule 5110(g)(5)(A). Such sum shall be credited against the legal fees and expenses and other out-of-pocket expenses incurred by the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm (provided such public relations firm is approved by the Company); (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering, if used; (r) up to $10,000 for data services and communications expenses; expenses and (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s , market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident related to the performance of the obligations of the Company under this AgreementOffering, unless otherwise agreed, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel, not to exceed $15,000) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersEX Xxxxxx; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel directors and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel officers in an amount not to exceed $125,00015,000 in the aggregate; (qj) up to $20,000 of EX Xxxxxx’x actual accountable road show expenses for the Offering; and (k) the $29,500 cost associated with the Representative’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; (r) up offering. Additionally, the Company will provide an expense advance to the Representative of $10,000 for data services 20,000, due upon the execution of this Agreement. The advance shall be applied towards out-of-pocket accountable expense set forth herein and communications expenses; (s) up to $10,000 any portion of the Representative’s actual accountable “road show”; and (t) up advance shall be returned back to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for Company to the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall extent not exceed $214,500actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Option, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersunderwriters.

General Expenses Related to the Offering. The Company and MBC hereby agrees to jointly and severally 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 and MBC under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Notes to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Notes on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNYSE MKT; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Notes under the securities laws of such foreign Canadian jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (ig) the costs of preparing, printing and delivering certificates representing the Public SecuritiesNotes; (jh) fees and expenses of the Transfer Paying Agent for the Common SharesNotes; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mj) the costs (up to $5,000) associated with one set of digital or bound volumes of the public offering materials as well as up to $2,500 for commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) the fees and expenses of the RepresentativeUnderwriter’s legal counsel in an amount not to exceed $125,00055,000 (if the gross proceeds are less than $7,000,000) which maximum amount shall increase on a pro rata basis to up to $110,000 if the gross proceeds are $10,000,000 or more; (qn) the $29,500 25,000 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable and documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all feesdisbursements, expenses and disbursements if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will not exceed $25,000); (fe) all reasonable and documented fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (lg) to the extent approved by the Company in writingreasonable and documented “road show” expenses, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the due diligence fees and expenses of the Company’s accountants; Underwriter (o) the fees including, without limitation, reasonable and documented domestic and foreign legal counsel, background checks, travel expenses of the Company’s legal counsel and other agents and representatives; (p) fees and diligence expenses). The total amount of expenses of that the Representative’s legal counsel not Company shall be obligated to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses pay and/or reimburse under this Agreement shall not exceed a total of $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein 85,000 (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersadvanced).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, except, in each case, if a failure to pay such taxes would not reasonably be expected to result in a Material Adverse Change; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; and (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees representatives and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersSelling Stockholder.

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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Closing Securities, Option Securities and Underwriter’s Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of the Representative’s Blue Sky counsel); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this 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, General Disclosure Package, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the Company’s public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent for the Common SharesPublic Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (pl) up to $120,000 for the Underwriters’ accountable expenses, including the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s EGS, its use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; (ror other similar software) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. All payments (including payments in kind, such as issuance, sale and delivery of Public Securities by the Company to the Underwriters and the initial sale and delivery of Public Securities by the Underwriters to purchasers thereof) made or deemed to be made by or on behalf of the Company under this Agreement shall be exclusive of any value added tax or any other tax of a similar nature (“VAT”) which is chargeable thereon. If any VAT is or becomes chargeable in respect of any such payment or deemed payment, the Company shall pay in addition the amount of such VAT. The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale of the Public Securities by the Company to the Underwriters and on the execution and delivery of this Agreement. All payments made or deemed to be made by the Company to the Underwriters, if any, under this Agreement shall be made exclusive of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income or similar taxes) imposed or levied by or on behalf of the State of Israel or any political subdivision or any taxing authority thereof or therein or of any other jurisdiction in which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having power to tax, unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or governmental charges. In such event, the Company will pay such additional amounts which will result, after such withholding or deduction, in the receipt by each Underwriter, of the amounts that would otherwise have been received had such deduction or withholding not been required. Notwithstanding anything to the contrary herein, in no event shall the Company be liable to pay (or pay additional amounts with respect to) any taxes, duties, assessments, governmental charges, withholding or deduction imposed on an Underwriter by the State of Israel or any other relevant jurisdiction or any political subdivision or taxing authority thereof or therein as set forth above as a result of the Underwriter being (currently or in the past) a tax resident of, or having a permanent establishment in, the jurisdiction imposing the tax. If requested by the Company, the Underwriters shall reasonably cooperate with the Company, by providing reasonably required information for the Company to obtain an exemption certificate from withholding or deduction in connection with the payments 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange NasdaqCM, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate2,000 per individuals; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “"blue sky” " securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the NasdaqCM, the Company shall make a payment of $5,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting Placement Agency documents (including, without limitation, this Agreement, Agreement and any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of AttorneyBlue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPurchasers; (l) to the extent approved by the Company in writing, the costs associated with post-Closing Date advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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 Placement Agents may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 15,000 cost associated with the Representative’s 's use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s 's actual accountable “"road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement " expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (bii) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such the Public Securities on the Exchange Nasdaq Capital Market, the Nasdaq National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to the background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Representative’s counsel, it being agreed that such fees and expenses will be limited to a payment of $5,000 to such counsel at the Closing Date; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hviii) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (iix) the costs of preparing, printing and delivering certificates representing the Public Securities; (jx) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (kxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lxii) to the extent approved by the Company in writing, the costs associated with post-Closing Date advertising of the Offering in the national editions of the Wall Street Journal and the New York Times; (mxiii) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite Lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably reasonable request, in an amount not to exceed $3,000 in aggregate; (nxiv) the fees and expenses of the Company’s accountants; (oxv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qxvi) the $29,500 16,000 cost associated with the Representative’s use of Ipreoi-Deal’s book-buildingbook binding, prospectus tracking and compliance software for the Offering; Offering and (r) up to $10,000 for data services and communications expenses; (sxvii) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters” expenses.

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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, the Underwriting Agreement and any “blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneysky” surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the Company’s public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pl) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated in connection with the Representative’s use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rm) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of a the Company’s public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jg) fees and expenses of the Transfer Agent for the Common SharesShares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees and the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rm) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the CommissionCommission and filing fees with the Delaware Secretary of State; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 for data services 20,000 of accountable “road show” expenses (it being understood that any such expense in excess of $1,000 is subject to prior Company approval) and communications expenses; (so) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses 50,000 for the Offering. For fees and expenses of Representative Counsel; provided, such accountable expense reimbursement to the sake of clarity, the aggregate reimbursement for the foregoing expenses Representative shall not exceed $214,50079,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 per individual and $10,000 in the aggregateaggregate (provided that the Company provides the most recently available background checks of the Company’s officers and directors to the Representative in a form reasonably satisfactory to the Representative); (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mxi) the costs associated with one set of bound or compact-disc 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 Underwriter may reasonably request, request in an amount not to exceed $3,000 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qxiv) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rxv) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Ordinary Shares to be sold in the Offering in the form of ADSs (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, fees and expenses and disbursements relating to the registration or qualification of the Public Securities Warrant Agent under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designateWarrant Agent Agreement; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration StatementsStatement, ADS Registration Statement, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent Depositary for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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 Representatives may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representativesRepresentatives; (p) fees and expenses of the Representative’s Representatives’ legal counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares ADSs to be sold in the Offering (including the Option SharesADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm (provided such public relations firm is approved by the Company); (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering, if used; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”, market making and trading, and clearing firm settlement expenses for the Offering; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500200,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors and entities in an amount not to exceed $7,000 5,000 per individual/entity and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel and other agents and representatives of the Representative not to exceed $125,00075,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 of the Representative’s Titan Partners’ actual accountable “road show”” expenses; and (t) up to $30,000 of provided, that the Representative’s market making and trading, and clearing firm settlement actual aggregate accountable expenses for the Offering. For Company will reimburse the sake of clarity, the aggregate reimbursement for the foregoing expenses shall Underwriters will not exceed $214,500125,000povi. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 Common Shares securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 4,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Company and Representative may reasonably designatetogether determine (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of “blue sky” counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Company and Representative may reasonably designatetogether determine; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) fees and expenses of the Transfer Agent and the Warrant Agent; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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 will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate2,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00075,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the 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 expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Public Shares (including all fees and communication expenses relating to the registration of the Common registrar and transfer agent of the Public Shares to be sold in (if other than the Offering (including Company), and the Option Shares) with the Commission; cost of preparing and printing stock certificates), (b) all Public Filing System filing expenses and fees associated (including, without limitation, fees and expenses of the Company’s counsel) in connection with the review preparation, printing, filing, delivery, and shipping of the Offering by FINRA; Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Public Shares, the General Disclosure Package, any preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, (c) all reasonable filing fees and expenses relating to reasonable fees and disbursements of the listing Representatives’ counsel incurred in connection with the qualification of such the Public Securities on the Exchange Shares for offering and such other stock exchanges as the Company and the Representative together determine, including any fees charged sale by the DTC for new securities; Underwriters or by dealers under the securities or blue sky laws of the states and other jurisdictions that the Underwriters shall designate, (d) all the reasonable documented filing fees and reasonable fees and disbursements of counsel to the Representatives’ incident to any required review and approval by FINRA, of the terms of the sale of the Public Shares, (e) listing fees, if any, and (f) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company will reimburse the Representatives for their reasonable out-of-pocket expenses, including up to $100,000 in legal fees and disbursements, in connection with the purchase and sale of the Public Shares contemplated hereby up to an aggregate of $125,000 (including amounts payable pursuant to clauses (c) and (d) above). If this Agreement is terminated by the Representatives in accordance with the provisions herein, the Company will reimburse the Representatives for all out-of-pocket disbursements (including, but not limited to, reasonable fees and disbursements relating of counsel, travel expenses, postage, facsimile and telephone charges) incurred by the Representatives in connection with their investigation, preparing to background checks of market and marketing the Company’s officers and directors Public Shares in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters25,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares ADSs to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500175,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters In accordance with Section 8.3, the amounts payable to the Representative (inclusive of amounts to the Representative Counsel) shall not be more than an aggregate of $175,000, including the Advance (as such term is defined in Section 8.3 hereof), and shall only be payable on the Closing Date.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable, necessary and accountable expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) ), Firm Warrants and Option Warrants with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,000 per individual and $8,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate and provided that such fees and expenses shall be limited to $10,000 in the aggregate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, provided however, the Company and the Representative in an effort to limit such expenses, shall on a best efforts basis, agree to distribute such documents in electronic form (other than the preliminary prospectus which shall be printed in a quantity reasonable for marketing purposes); (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock, including without limitation, the cost of delivering the Public Securities in book entry form; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and The New York Times; (m) up to $2,500 for the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite 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 $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (sq) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the in an itemized and detailed format, such expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per person; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Representatives may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the actual and accountable out-of-pocket fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Ordinary Shares to be sold in the Offering in the form of ADSs (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, fees and expenses and disbursements relating to the registration or qualification of the Public Securities Warrant Agent under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designateWarrant Agent Agreement; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration StatementsStatement, ADS Registration Statement, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent Depositary for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses 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 Common Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees and up to $10,000 for expenses of the Representative's counsel associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all fees and expenses of "blue sky counsel which shall not exceed $15,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York TimesTimes up to $1,000; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters or Representative Counsel.

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 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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) fees and expenses of the warrant agent for the Warrants; (l) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 15,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock and fees and expenses of the warrant agent under the Warrant Agent Agreement; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, request in an aggregate amount not to exceed $3,000 in aggregate5,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel in an amount not to exceed $125,000135,000; (qp) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500175,000 in the aggregate for all of the foregoing fees and expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced advances against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3(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 Common Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA in an amount not to exceed $15,000; (c) all fees and expenses relating to the listing of such Public Securities Closing Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of a the Company’s public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jg) fees and expenses of the Transfer Agent for the Common SharesPublic Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) up to $65,000 for the fees and expenses of EGS, inclusive of any funds previously advanced to the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s bookRepresentative for reasonable out-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications of-pocket expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.