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 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 Company hereby agrees to pay 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 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, 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 $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $10,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, 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; (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 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 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 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 Option Closing Date, if any, to the extent not paid 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 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 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 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 Option Closing Date, if any, to the extent not paid 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 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 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 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 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 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 Company hereby agrees to pay 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 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 he 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 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 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 XX Xxxxxx’x actual accountable road show expenses for the Offering; (k) the $29,500 cost associated with the Representative’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (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 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 Offering150,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds XX Xxxxxx’x external counsel legal costs detailed in this Section irrespective of whether the Offering payable is consummated or not, subject to a maximum amount of up to $50,000 in 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 Underwritersevent that there is not a Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay 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 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 Representatives 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 Representatives 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 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 Agreement. Notwithstanding the foregoing, any advance received by the Representatives 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 Representatives 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 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 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 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 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 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 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 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 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 Option Closing Date, if any, to the extent not paid 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 Public Securities to be sold in the Offering (including the Option SharesShares and/or Option Warrants) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRAFINRA and all fees and expenses relating to the listing of the Public Securities on the NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market or the NYSE MKT and on any other stock exchanges to be determined by the Company and Representative; (c) all fees and expenses relating to the listing of such Public Securities Common Stock and Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, 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 $20,000 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), provided however, that such fees, expenses and disbursements to such “blue sky” counsel shall be limited to (i) $5,000, if the Offering is commenced on either the NASDAQ Global Market, NASDAQ Global Select Market or the NYSE MKT, or (ii) $20,000, if the Offering is consummated on the NASDAQ Capital Market or on the Over-the-Counter Bulletin Board, $15,000 upon commencement of the “blue sky” work and $5,000 on the Closing Date; (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; (ji) fees and expenses of the Transfer Agent for and the Common SharesWarrant Agent; (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; (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) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00050,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) 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. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Public Securities and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay 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 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 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 $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $15,000 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 designatedesignate (with the approval of the Company required for any foreign offering jurisdictions); (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 Common Sharestransfer agent and warrant agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, in an amount not to exceed $2,500 in the 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; (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 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. The Company’s obligation for payment of the Representative’s accountable expenses on the Closing Date, excluding the Advance (as such term is defined in Section 8.3 hereof), shall not exceed $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the 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 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 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 Option Closing Date, if any, to the extent not paid 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 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 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 officers, directors and directors entities in an amount not to exceed $7,000 3,000 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 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; (li) to fees and expenses of the extent approved by transfer agent for the Company in writing, Ordinary Shares; (j) 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 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; (nl) 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; (pm) the fees and expenses of the Representative’s legal counsel not to exceed $75,000 for an Offering of $5 million or less, and an additional $10,000 per $1 million in additional gross proceeds above $5 million, up to a maximum of $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; and (sp) 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 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 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 Underwriters 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 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 3.6 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 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; (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 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 Underwriters’ 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 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 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 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 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 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 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; (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 aggregate3,000; (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 $125,00075,000; (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; (sq) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (tr) up to $30,000 20,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided, however, that the sake of clarity, expenses to be reimbursed by the aggregate reimbursement for Company to the foregoing expenses Underwriters under this Section 3.10.1 shall not exceed $214,50075,000 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.

General Expenses Related to the Offering. The Company hereby agrees to pay 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 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: (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 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; (jf) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kg) 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 amount not to exceed $3,000 in aggregate1,500; (ni) 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 $125,00050,000; (qj) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rk) 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 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 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 Shares, Warrants and Warrant ADSs 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 4,000 per individual (not to exceed $20,000 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 designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, 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, the 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; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) 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); (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) up 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 $5,000 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 Underwriters may reasonably request, in an amount not to exceed $3,000 in aggregateand other advertising efforts; (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 up to $7,500 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 (or other similar software) for the Offering; (o) up to $15,000 for the Underwriters’ actual “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; (q) up to $10,000 with respect to the fees and expenses of Representative’s clearing firm; and (r) up to $10,000 100,000 for data services the Underwriters’ legal fees and communications expenses, $25,000 of which has been paid prior to the date hereof; provided, however, that expenses that are set forth in clauses (sd), (k), (n), (o), (q) up to $10,000 of the Representative’s actual accountable “road show”; and (tr) 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 above shall not exceed $214,500150,000 in the aggregate. 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 (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 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 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 Option Closing Date, if any, to the extent not paid 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 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 Common Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System public filing system filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities 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 Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, 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; (md) the costs associated with one set of bound volumes of the public offering materials as well as receiving commemorative mementos and lucite tombstones; (e) all fees, each expenses and disbursements relating to background checks of which the Company or its designee shall provide within a reasonable time after Company’s officers, directors and major shareholders; (f) the Underwriters’ due diligence expenses incurred prior to the Closing Date in such quantities as the Representative may reasonably requestDate, in an amount not to exceed $3,000 in aggregate75,000; (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; (pg) fees and expenses of the Representative’s legal counsel Counsel, in an amount not to exceed $125,000100,000; and (qh) 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 Underwriters’ “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’ actual out-of-pocket expenses shall under sub-sections 3.10.1(e)-(h) not to exceed $214,500230,000. Any out-of-pocket expenses above $5,000 are to be pre-approved in writing by the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (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 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 blue sky counsel to the Representative; (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 XXXXX; (qj) the $29,500 5,000 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 clearing system data services and communications expenses; (sk) the $10,000 cost associated with the Representative’s Capital IQ system for comparable company analysis and valuation; (l) all fees, expenses and disbursements relating to background checks of directors and officers of the Company; (m) the costs associated with bound volumes of the offering materials as well as commemorative mementos and Lucite tombstones; (n) the fees of counsel to the Underwriters in an amount not to exceed $175,000; 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 paid an expense advance of $15,000 to the Representative upon the execution of the Engagement Letter (as defined in Section 9.4) for the Representative’s actual anticipated out-of-pocket expenses, which shall be included toward the maximum accountable “road show”expense allowance of [$ ] to be paid to the Representative as set forth under this Section; and (t) up any expense advances will be returned to $30,000 of the Company to the extent the Representative’s market making and trading, and clearing firm settlement accountable expenses for are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Offering. For Representative a non-accountable expense allowance equal to 1% of the sake gross proceeds of clarity, the aggregate reimbursement for Offering (excluding any proceeds from the foregoing expenses shall not exceed $214,500exercise of the over-allotment option) 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.

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 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 Option Closing Date, if any, to the extent not paid 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 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 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 $125,000; (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 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 ; provided that expenses to be reimbursed to ThinkEquity in connection with this Section 3.10.1 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 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 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 and the Company may reasonably designatemutually designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $10,000 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 and the Company may reasonably mutually 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 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; (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; representatives (pm) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00075,000; (qn) 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 (ro) 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 ADSs and 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 securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors corporate auditors 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; (ji) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (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; (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 to exceed $125,000140,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 5,000 for data services and communications expensescommunication expenses for the Offering; (s) up to $10,000 5,000 of the Representative’s actual accountable “road show”” expenses for the Offering; and (t) up to $30,000 5,000 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 officers, directors and directors entities in an amount not to exceed $7,000 1,000 per individual or entity or $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 e-mailing and printing .PDF copies of the underwriting documents (including, without limitationlimitation i.e., 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 AttorneyAttorney Representative’s Warrant Agreement, Lock-Up Agreements, Director and Officer Questionnaires, FINRA Questionnaires), 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 of 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 Representative 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 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 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 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 for data services and communications expenses; (sp) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”” expenses for the Offering; and (tq) up to $30,000 25,000 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 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 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 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 aggregate3,000; (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 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; (sq) up to $10,000 of the Representative’s actual accountable Underwriters’ out-of-pocket “road show”” and marketing expenses for the Offering; and (tr) up to $30,000 of the Representative’s for actual accountable 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 each Option Closing Date, if any, to the extent due on such date and 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 qualification or registration of the Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the shares of Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together 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 qualification or 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 (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 under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (includingOffering Statement, 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 Final Offering Circulars and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Offering Circulars and final Prospectuses Final Offering Circulars as the Representative Representatives 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 SharesStock; (ki) stock 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 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) the fees and expenses of the Representative’s Representatives’ legal counsel not to exceed $125,000150,000; (qm) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking due diligence fees and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 expenses of the Representative’s actual accountable “road show”Representatives (including, without limitation, amounts payable in connection with background searches by an independent third party as is customary for offerings of this type); and (tn) up to $30,000 of the Representative’s market making travel in connection with “road-show” informational meetings and trading, and clearing firm settlement expenses presentations 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 Underwritersbrokerage community and institutional investors.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident 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, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees shall only be applicable if the Offering is commenced on the Over-the-Counter Bulletin Board and shall be limited to $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 $125,00075,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; 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. Notwithstanding the foregoing, the Company’s obligation for payment of the Representative’s accountable expenses in the aggregate (inclusive of any advances made by the Company to the Representatives) shall not exceed $200,000.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares and the Underlying 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 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 22,000 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; 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 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 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 aggregate3,000; (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 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; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tq) up to $30,000 of the Representative’s market making Underwriters’ out-of-pocket “road show” and trading, and clearing firm settlement marketing 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 associated with and the review fees and expenses of the Offering by FINRAFINRA counsel 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 designate, to the extent registration is required under applicable law (including, without limitation, all filing and registration fees, and the reasonable expenses of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company will not be required to make any payments to such counsel at Closing or (ii) if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all 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; (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; (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; (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) the fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00050,000; (qn) 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 (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual and 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. It is agreed and understood that the accountable expenses reimbursable to the Representative under this Section 3.10.1 shall be capped at $121,775. It is further agreed that this $121,775 cap shall cover all the out of pocket expense categories set forth in this Section 3.10.1, and that the Advance (as such term is defined in Section 8.3 hereof) shall be applied against the accountable expenses set forth in this Section 3.10.1, 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 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 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 Underwriters 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 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 3.6 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 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; (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 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 Underwriters’ 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 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 offering that will be credited toward the sake of clarity, non-accountable expense allowance in the aggregate reimbursement for event the foregoing expenses shall not exceed $214,500Offering is completed. 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 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 Common Shares Firm 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 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 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) fees and expenses of the Representative’s legal counsel 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; 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 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 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 SharesShares ; (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’ 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 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 blue sky counsel to the Representative; (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 XXXXX; (qj) the $29,500 5,000 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 clearing system data services and communications expenses; (sk) the $10,000 cost associated with the Representative’s Capital IQ system for comparable company analysis and valuation; (l) all fees, expenses and disbursements relating to background checks of directors and officers of the Company; (m) the costs associated with bound volumes of the offering materials as well as commemorative mementos and Lucite tombstones; (n) the fees of counsel to the Underwriters in an amount not to exceed $175,000; 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 paid an expense advance of $15,000 to the Representative upon the execution of the Engagement Letter (as defined in Section 9.4) for the Representative’s actual anticipated out-of-pocket expenses, which shall be included toward the maximum accountable “road show”expense allowance of $175,000 to be paid to the Representative as set forth under this Section; and (t) up any expense advances will be returned to $30,000 of the Company to the extent the Representative’s market making and trading, and clearing firm settlement accountable expenses for are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Offering. For Representative a non-accountable expense allowance equal to 1% of the sake gross proceeds of clarity, the aggregate reimbursement for Offering (excluding any proceeds from the foregoing expenses shall not exceed $214,500exercise of the over-allotment option) 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.

General Expenses Related to the Offering. The Company hereby agrees to pay 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 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 Option Closing Date, if any, to the extent not paid 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 ADSs and 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 securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors corporate auditors 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; (ji) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (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; (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 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; (r) up to $10,000 for data services and communications expensescommunication expenses for the Offering; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses for the Offering; and (t) up to $30,000 10,000 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 CommissionPublic Securities; (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 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 designatedesignate with the approval of the Company; (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 necessarynecessary with the consent of the Company; (h) the costs and expenses of a public relations firm; (ie) the costs of preparing, printing and delivering certificates representing the Public Securities; (jf) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kg) 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; (nh) the fees and expenses of the Company’s accountants; (oi) the fees and expenses of the Company’s legal counsel and other agents and representativescounsel; (pj) the fees and expenses of the Representative’s legal counsel (not to exceed $125,00025,000); (qk) 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; (sl) up to $10,000 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 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 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 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 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 Representative’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 to exceed $214,500202,500 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: (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 20,250 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 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 Option Closing Date, if any, to the extent not paid 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 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 on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Market Select or the NYSE Amex and on such other stock exchanges as the Company and the Representative Aegis 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 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 be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, 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 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the 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 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 of the public offering materials as well as 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; (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 not to exceed $125,00050,000; (qp) the $29,500 21,775 cost associated with the Representative’s Underwriters’ use of 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 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 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 quotation of such Public Securities on the Exchange OTCQX 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 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 (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 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 ADSs and 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 securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors corporate auditors 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; (ji) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (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; (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 to exceed $125,000140,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 5,000 for data services and communications expensescommunication expenses for the Offering; (s) up to $10,000 5,000 of the Representative’s actual accountable “road show”” expenses for the Offering; and (t) up to $30,000 5,000 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 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 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 hereby agrees to pay 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 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; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” 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 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 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 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 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 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 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 securities 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 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 the Public 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 Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of EX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $125,000Offering; (qj) 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; (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 $5,000; and (tl) up the fees for EX 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 Offering175,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for EX Xxxxxx’x external counsel legal costs detailed in this Section irrespective of whether the foregoing expenses Offering is consummated or not, subject to $50,000 in the event that there is not a Closing. Upon the execution of this engagement letter, the Company shall not exceed at its own expense conduct background checks, by a background search firm acceptable to EX Xxxxxx, on the Company’s senior management and board of directors. Additionally, the Company has provided an expense advance (the “Advance”) to EX Xxxxxx of $214,50025,000 upon the execution of the engagement letter. The Representative Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. EX 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 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 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 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 designatedesignate (including, without limitation, all actual filing and registration fees, and the actual fees and expenses of Blue Sky counsel, such fees of counsel not to exceed $5,000 in the aggregate); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Amended and Restated 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 Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses Prospectus Supplements 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 SecuritiesShares; (jh) 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); (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; (pl) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the Underwriters’ actual “road show” expenses for the Offering and (n) up to $15,950 with respect to 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 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 $214,500firm. 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 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 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 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 Rxxxxx 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 such 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, 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 Rxxxxx 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 SecuritiesShares; (jh) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRxxxxx; (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 (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (ql) the $29,500 16,000 cost associated with the Representative’s use of Ipreoi-Deal’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 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 UnderwritersRepresentative. In the event of Company’s termination prior to Closing Date, pursuant to Section 8.2 below, the Company shall be obligated to pay the Underwriters their actual and accountable out of pocket expenses related to the transactions contemplated herein then due and payable subject to a maximum of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 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 actual Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares, Warrant Shares and shares of Common Stock issuable upon exercise of the Representative’s Warrants 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 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 Representatives 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 shall not exceed $25,000 in the aggregate and shall be payable by the Company at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives 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 Representatives may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (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 of 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 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) one half of the fees and expenses of the Representative’s Underwriters’ legal counsel counsel, such payment by the Company not to exceed $125,00030,000; and (qp) subject to a maximum of $50,000, 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 Underwriters’ additional 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 Offering as well as commemorative mementos and lucite tombstones which the sake of clarity, Company or its designee shall provide within a reasonable time after the aggregate reimbursement for Closing Date in such quantities as the foregoing expenses shall not exceed $214,500Representatives may reasonably request,. 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, 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 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 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.