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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives may reasonably deem necessary; (e) the costs and expenses of the public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (kl) all fees, expenses and disbursements relating to background checks the costs associated with advertising the Offering in the national editions of the Company’s officers Wall Street Journal and directorsNew York Times after the Closing Date; (lm) up to $90,000 for the fees and expenses associated with of EGS and Stikeman Elliott LLP, Canadian counsel to the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses $10,000 for the Offeringactual costs of the Representatives’ clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum limitation of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Public Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Public Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys blue sky surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, any agreements with Selected Dealersselected dealers, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ed) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fe) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gf) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (ih) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ji) the Underwriters’ costs of mailing prospectuses to prospective investors; (kj) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lk) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (ml) any the fees and expenses and fees incurred by EGS up to a maximum of $150,000; the Underwriter’s legal counsel and (nm) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 clauses (j), (k) and (l) of this Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $100,000 in the aggregate in the event of a Closing of the Offering ($30,000 20,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date Date) and a maximum of $20,000 (inclusive of the Advance) 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 reimbursed returned to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 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 Securities Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, the Firm Shares and Option Securities and Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representatives may reasonably designatedirectors; (de) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (f) the Company’s actual “road show” expenses for the Offering, including use of NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering the Securitiescertificates representing the Firm Shares and Option Shares; (fi) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Underwriters’ legal counsel not to exceed $75,000 and (m) the Company’s legal counsel and other agents and representatives; . Notwithstanding the aggregate reimbursement obligation to the Representatives for items (jd), (e), (f) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of shall not exceed $150,000; and (n) the Company’s actual “road show” expenses for the Offering125,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Execution Date and will be reimbursed Underwriters pursuant to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, Warrant Shares and Warrant Conversion Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)[, including, without limitation, fees and expenses pursuant to the Preferred Stock Agency Agreement and/or Warrant Agency Agreement]; (gh) share the fees and expenses of the Company's accountants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors which background checks shall be authorized by the Company; and (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s legal counsel and other agents and representatives. In addition to the aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $60,000 (inclusive of $25,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual “road show” expenses for in the Offering. The Underwriters may also deduct ) by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Units and Option Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Securities, the Firm Shares and Option Securities Shares and Warrant Shares the Common Stock underlying the Firm Warrants and Option Warrants on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements relating to the registration or qualification of such 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); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Public Securities; (fh) fees and expenses of the Transfer Agent transfer and warrant agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock and Warrants; (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lo) the fees and expenses associated with of the Underwriters’ use Underwriter’s legal counsel not to exceed $75,000 (less the $25,000 advance paid pursuant to that certain engagement letter, dated October 21, 2014, by and between the Company and the Representative, provided that any portion of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000advance not utilized shall be returned); and (nl) up to $12,500 for the CompanyUnderwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to the Execution Date and will be reimbursed to the extent not offset by actual expensesSection 8(c) up to a maximum aggregate expense allowance of $250,000hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agent Agreement and appointment of the Transfer Agent; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Representative’s Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option the shares of Common Stock included in the Public Securities and the Representative’s Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Securities and Representative’s Warrant Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrant Agreement, the Warrant, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the SecuritiesPublic Securities and Representative’s Warrant Shares; (fh) fees and expenses of the Transfer transfer agent for the shares of Common Stock and the Preferred Stock and the Warrant Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Warrants; (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and up to $120,000 for out of pocket expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS the Representative including $70,000 for legal fees of the Representative, $15,000 for IPREO software related expenses, $6,000 for background check(s) expenses, $2,000 for tombstones and up to a maximum of $150,000; and (n) 27,000 in marketing related expenses, including roadshow expenses if they are incurred by the Company’s actual “road show” expenses for the OfferingRepresentative. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the SecuritiesShares; (f) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual; (lm) the fees and expenses costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the cost for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from Underwriters’ expenses under clauses (k) through (o) shall not exceed in the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters (aggregate $30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000125,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Securities and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of Underwriter Counsel and other agents and representatives of the Representative and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing expenses of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryCompany’s public relations firm; (ef) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum limitation of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,00075,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, Warrant Shares, and Underwriter’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineNasdaq; (cd) all reasonable and documented fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representatives may reasonably designatedirectors; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Preliminary Prospectuses and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the reasonable and documented fees and expenses of EGS, in an amount not to exceed $75,000; (o) all fees, expenses and disbursements relating to background checks the registration or qualification of such Securities under the Company’s officers “blue sky” securities laws of such states and directorsother jurisdictions as the Representative may reasonably designate in amount not to exceed $5,000; and (lp) the Underwriters’ reasonable and documented accountable expenses, including the fees and expenses associated with the Underwriters’ of EGS, its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any . The maximum amount of legal fees, costs and expenses and fees incurred by EGS up to the Representative that the Company shall be responsible for shall not exceed $80,000 in the event of a maximum Closing of the Offering, and shall not exceed $150,000; and (n) 25,000 in the Company’s actual “road show” expenses for event that there is not a Closing of the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative with the Underwriters’ use a limitation of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) an aggregate amount of $75,000 for the Offering; (m) any expenses and fees incurred by EGS an offering of up to a maximum $7 million and $90,000 for an offering of more than $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,0007 million.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesShares; (fg) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Underwriters’ use Offering in the national editions of i-Deal’s book-building, prospectus tracking the Wall Street Journal and compliance software (or other similar software) for New York Times after the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the OfferingClosing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) [omitted]; (d) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) [omitted]; (k) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus prospects tracking and compliance software (or other similar software) for the Offering; (mn) any expenses and fees incurred by EGS up the Underwriters’ costs of mailing prospectuses to a maximum of $150,000prospective investors; and (no) the Company’s actual “road show” expenses for the Offering[omitted]. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Securities, Option Securities and Warrant Shares on the Trading Market Exchange and such other stock Share exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fi) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing common shares of any instruction letter delivered by the Company); (gj) share Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses of the Representative’s Counsel not to exceed $75,000 ($10,000 of which was already paid); (n) third-party due diligence expenses up to $50,000; (o) the cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the OfferingOffering not to exceed $15,000 in the aggregate; (mp) any expenses and fees incurred by EGS up to a maximum $25,000 of $150,000; and (n) the Company’s Underwriters’ actual accountable “road show” expenses for the Offering; and (q) the costs associated with the bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an amount not to exceed $2,500, with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.10.3(m)-(q) not to exceed $167,500. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Securities; (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors and other due diligence expenses; (le) the costs associated with receiving commemorative mementos and lucite tombstones; (f) fees and expenses associated with of the Representative’s Counsel; (g) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000due diligence expenses; and (nh) the Company’s actual Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under subsections 3.10.1(d)-(h) not to exceed $255,000, of which $_____ has previously been paid. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to Section 8.3 hereof. Notwithstanding the Execution Date and foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.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 each 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 Securities Units to be sold in the Offering (including the Option SecuritiesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Units under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors and other due diligence expenses; (le) the costs associated with receiving commemorative mementos and lucite tombstones; (f) fees and expenses associated with of the Representative’s Counsel; (g) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000due diligence expenses; and (nh) the Company’s actual Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under subsections 3.10.1(d)-(h) not to exceed $255,000, of which $_____ has previously been paid. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to Section 8.3 hereof. Notwithstanding the Execution Date and foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities Shares and Warrant Shares on the a Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent and Warrant Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s public relations firm, if any; (i) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors and other due diligence expenses; (le) the costs associated with receiving commemorative mementos and lucite tombstones; (f) fees and expenses associated with of the Representative’s Counsel; (g) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000due diligence expenses; and (nh) the Company’s actual Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under subsections 3.8.1(d)-(h) not to exceed $200,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Securities and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (includingof, without limitation, the Underwriting this Agreement, any Blue Sky Surveys surveys of applicable “blue sky” securities laws and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessarynecessary (collectively, the “Underwriting Documents”); (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesFirm Units, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ed) the costs of preparing, printing and delivering the Securities; (fe) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gf) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (ih) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (ki) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lj) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (mk) any the fees and expenses and fees incurred by EGS up to a maximum of $150,000; the Underwriter’s legal counsel and (nl) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 $125,000 in the aggregate in the event of a Closing of the Offering ($30,000 25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date Date) and a maximum of $40,000 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 reimbursed returned to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if anyincluding, payable upon the transfer of securities from the Company without limitation, fees and expenses pursuant to the UnderwritersWarrant Agency Agreement and the Preferred Stock Agency Agreement; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing expenses of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryCompany’s public relations firm; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the SecuritiesShares; (fh) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with of the Underwriters’ use of i-DealRepresentative’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offeringclearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 50,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) ), up to a maximum aggregate expense allowance of $250,000135,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Securities, Option Securities and Warrant the Shares on the Trading Market and such other stock exchanges Exchange as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Shares under the securities laws of such Securities under foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Representative’s Counsel for such counsel’s participation in the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designatestock exchange listing process); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, including the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration StatementsStatement, Prospectuses the Pricing Disclosure Package and the Prospectus and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (hj) the fees and expenses of the Company’s accountants; (i) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; and (k) all feesreasonable, out-of-pocket expenses as incurred in connection with this engagement, including but not limited to travel and communication expenses, printing expenses, roadshow expenses, due diligence expenses, background checks, courier charges and the reasonable fees and disbursements relating for Representative’s legal counsel, and also the reasonable fees and disbursements of any other consultants or third party services engaged by the Representative with all of the Underwriters’ actual out-of-pocket expenses under sub-section 3.10.1(k) not to background checks of exceed $150,000 without the Company’s officers and directors; (l) prior written consent, in the fees and expenses associated with the Underwriters’ use event of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for a Closing of the Offering; (m) any expenses , and fees incurred by EGS up to shall not exceed $75,000 in the event that there is not a maximum Closing of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters (pursuant to Section 7.3 hereof. In connection with the initial filing of the Registration Statement, the Representative received an advance of $30,000 of which has been paid prior to the Execution Date and 25,000. Any expense deposit or advance will be reimbursed returned to us to the extent the Representative’s out-of-pocket accountable expenses are not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 50,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) ), up to a maximum aggregate expense allowance of $250,000170,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; FINRA and all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market NASDAQ Capital Market, and such other stock exchanges as the Company and the Representatives Underwriter together determine; (c) all fees, expenses and disbursements relating to background checks of the registration Company’s officers and directors in an amount not to exceed $4,000 per individual; (d) all fees, expenses and disbursements relating to the registration, qualification or qualification exemption of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Underwriter may reasonably designate; (de) the costs of all mailing and printing expenses of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessarypublic relations firm; (ef) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fg) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (hi) the fees and expenses of the Company’s accountants; and (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; . The Company shall pay all expenses (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all feesincluding, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s without limitation actual “road show” expenses for expenses) incurred by the Offering. The Underwriters may also deduct from Underwriter in connection with this Offering up to but no more than $100,000, less the net proceeds of the Offering payable $25,000 advance, which was previously paid to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Underwriter. Any remaining balance in expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to will be paid borne by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed up to $10,000 in the aggregate; (lm) up to $5,000 in the aggregate in the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 25,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) ), up to a maximum aggregate expense allowance of $250,000150,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agreement and appointment of the Transfer Agent; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesShares; (fg) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees. To the extent the Underwriters initial pay the expenses described in this Section 4.5(a), expenses and disbursements relating the Underwriters shall be entitled to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct such amounts from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities Public Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designateCompany and the Representative together determine; (de) the costs of all mailing and printing of the underwriting documents (including, without limitationRegistration Statement, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectus and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Closing Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) up to $125,000 for the fees and expenses of Underwriters’ costs of mailing prospectuses to prospective investorsCounsel; (km) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up directors in an amount not to a maximum of exceed $150,0002,500 per individual; and (n) the Company’s actual “costs and expenses of the Company relating to investor presentations on any road show” show undertaken in connection with the marketing of the Securities, including without limitation, expenses for associated with the Offeringproduction of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant the Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (kl) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors[reserved]; (lm) the fees and expenses associated with Underwriters’ costs of mailing prospectuses to prospective investors; (n) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares, and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Registration Statement, Preliminary Prospectus, the Securities to be sold in the Offering (including the Option Securities) with the CommissionProspectus and Form F-6; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine, including any fees charged by DTC; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdiction as the Representative may reasonably designate; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the SecuritiesOffering; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (h) all filings fees and communication expense associated with the review of the Offering by FINRA; (i) the fees and expenses up to $20,000 of the Company’s legal counsel and other agents and representativesRepresentative’ actual accountable road show expenses for the Offering; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses $29,500 cost associated with the UnderwritersRepresentative’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offeringoffering; (mk) any expenses the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in ana aggregate amount not to exceed $5,000; and (l) the fees incurred by EGS up for Representative Counsel in the United States, in an amount not to exceed $175,000 in the event of a Closing of the Offering, and a maximum of $150,000; and 100,000 in the event there is no Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (n) the Company’s actual “road show” expenses for the OfferingAdvance”). The Underwriters Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Public Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys blue sky surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, any agreements with Selected Dealersselected dealers, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ed) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fe) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gf) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (ih) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ji) the Underwriters’ costs of mailing prospectuses to prospective investors; (kj) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lk) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (ml) any the fees and expenses and fees incurred by EGS up to a maximum of $150,000; the Underwriter’s legal counsel and (nm) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-of- pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 clauses (j), (k) and (l) of this Section 4.6(d), which are incurred by the Underwriters (and for which the Company shall be responsible shall not exceed $30,000 of which has been paid prior to 40,000 in the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities the Common Stock and Warrant Shares the Warrants on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ ' Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (d) the costs and expenses of the public relations firm referred to in Section 4.25; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s 's accountants; (i) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; (j) the Underwriters’ ' costs of mailing prospectuses to prospective investors; (k) all reasonable fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors; (l) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the "blue sky" securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of counsel of the Representatives for such counsel's participation in the "blue sky' and stock exchange listing process); (m) the fees and expenses associated with the Underwriters’ ' use of i-Deal’s 's book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s 's actual “"road show” " expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d), including those referenced in clauses (k) and (m) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering ($30,000 50,000 of which has been paid as an advance (the "Advance") prior to the Execution Date and Date). In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be reimbursed returned to the Company to the extent not offset by actual expensesactually incurred in accordance with FINRA Rule 5110(f)(2)(C). Upon any Representative's request, the Company shall provide funds to pay all such costs and expenses pursuant to this Section 4.6(d) up to a maximum aggregate expense allowance of $250,000in advance.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares ADSs on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the designate if any costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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 Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) up to $100,000 for the fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual, up to $15,000 in the aggregate; (lm) up to $2,500 in the fees and expenses aggregate in the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from ; provided, however, that the net proceeds of expenses that are set forth in clauses (j), (l), (m), (n) and (o) above shall not exceed $40,000 in the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Public Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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 Representatives Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm; (h) the costs of preparing, printing and delivering the Securities; (fi) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) for commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request, and other advertising efforts; (l) the fees and expenses of the Company’s accountants; (im) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jn) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (mo) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) for the Company’s Underwriters’ actual “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; and (r) up to $185,000 for the Underwriters’ legal fees and expenses, $25,000 of which has been paid prior to the date hereof; provided, however, that expenses that are set forth in clauses (d), (k), (n), (o), (q) and (r) above shall not exceed $185,000 in the aggregate. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all fees, disbursements and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing the Company’s legal and accounting fees and communication expenses relating to disbursements; (ii) the registration of the Securities to be sold in the Offering preparation, printing, filing and mailing (including the Option Securitiespayment of postage with respect to such mailing) with of the CommissionRegistration Statement, the Sale Preliminary Prospectus, and the final Prospectus and amendments thereto, post-effective amendments and supplements thereto, and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (biii) all FINRA Public Offering Filing System fees associated with the review printing, engraving, issuance and delivery of the Offering by FINRAUnits, the Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon; all (iv) filing fees (including Commission filing fees) costs and expenses relating to (including third party expenses and disbursements) incurred in registering the Offering; (v) the listing of such Closing Securities, Option the Public Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineNASDAQ Capital Market; (cvi) all filing fees, costs and expenses incurred in registering the Offering with FINRA (including all COBRADesk fees); (vii) fees and disbursements relating to of the registration or qualification Transfer Agent, the Company’s warrant agent and registrar; (viii) costs and expenses of such Securities qualifying the Offering under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designateStates specified by Chardan; (dix) costs of placing “tombstone” advertisements in three publications to be selected by the Representative; (x) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary“due diligence” meetings; (exi) the costs preparation, binding and delivery of preparingleather bound volumes in quantity, printing form and delivering style reasonably satisfactory to the SecuritiesRepresentative and transaction lucite cube mementos in a style and quantity as reasonably requested by the Representative; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (kxii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees Company costs and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses marketing and “due diligence” trips for the OfferingCompany’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company; (xiii) transfer taxes; and(xiv) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.13.1. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth above to be paid by the Company to the Underwriters ($30,000 of which has been paid prior Representative and others. The Company also agrees to the Execution Date engage and will be reimbursed to the extent not offset by actual expenses) pay up to $15,000 for an investigative search firm to conduct an investigation of the principals of the Company. If the Offering is not consummated for any reason whatsoever, except as a maximum aggregate expense allowance result of $250,000the Representative or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Securities, Option Securities and Warrant Shares on the Trading Market Exchange and such other stock Share exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fi) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing common shares of any instruction letter delivered by the Company); (gj) share Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses of the Representative’s Counsel not to exceed $100,000 ($[25,000] of which was already paid) and (n) the cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (np) the Company’s Underwriters’ actual accountable “road show” expenses for the Offering, with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.10.3(m)-(p) not to exceed $175,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Ordinary Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Ordinary Shares on the Trading Market Nasdaq and such other stock exchanges as the Company and the Representatives Underwriter together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities Ordinary Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Underwriter may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney)offering documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; , (e) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesOrdinary Shares; (f) fees and expenses of the Transfer Agent Depositary for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Ordinary Shares; (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents agents;; and representatives; (j) actual “road show” expenses for the Underwriters’ costs Offering incurred by the Company. The Underwriter may also deduct from the net proceeds of mailing prospectuses the Offering payable to prospective investorsthe Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Such expenses shall include reimbursement of up to $75,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable travel and out-of pocket expense in connection with the Offering; (kb) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (c) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; and (ld) the fees preparation of bound volumes and Lucite cube mementos, other printed documents for closing and deal mementos. Any remaining costs and expenses associated with of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for Underwriter shall be borne by the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the OfferingUnderwriter. The Underwriters may also deduct from the net proceeds Underwriter acknowledges that $45,000 of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be this allowance has been paid by the Company to and shall be deducted from the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate accountable expense allowance of $250,000payable pursuant to this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering with the Commission (including the Option Securities) with the CommissionShares); (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Amended and Restated Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representatives may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (kl) all fees, expenses and disbursements relating to background checks the costs associated with advertising the Offering in the national editions of the Company’s officers Wall Street Journal and directorsNew York Times after the Closing Date; (lm) (i) up to $100,000 for the fees and expenses of EGS; (n) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (p) the costs associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (nq) the Company’s costs associated with the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (other than counsel to the Representative which shall be covered by Section 4.5(b)); (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering; and (n) fees, expenses and disbursements of Underwriters relating to background checks of the Company’s officers and directors (provided that expenses in clause (l), (m) and (n) herein shall not exceed $2,000 in the aggregate). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Registration Statement, Preliminary Prospectus, the Securities to be sold in the Offering (including the Option Securities) with the CommissionProspectus and Form F-6; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine, including any fees charged by DTC; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdiction as the Representative may reasonably designate; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the SecuritiesOffering; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (h) all filings fees and communication expense associated with the review of the Offering by FINRA; (i) the fees and expenses up to $20,000 of the Company’s legal counsel and other agents and representativesRepresentative’ actual accountable road show expenses for the Offering; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses $29,500 cost associated with the UnderwritersRepresentative’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offeringoffering; (mk) any expenses the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in xxx aggregate amount not to exceed $5,000; and (l) the fees incurred by EGS up for Representative Counsel in the United States, in an amount not to exceed $175,000 in the event of a Closing of the Offering, and a maximum of $150,000; and 100,000 in the event there is no Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (n) the Company’s actual “road show” expenses for the OfferingAdvance”). The Underwriters Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market NASDAQ and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary, (f) the costs and expenses of the public relations firm referred to in Section 3.7; (eg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Underwriter’s costs of mailing prospectuses to prospective investors. and (o) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All accountable expenses incurred by the Underwriters will be borne by the Company’s actual “road show” expenses for , up to but no more than $100,000; the Offeringremaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the fees and expenses of EGS; (n) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lo) the fees and expenses costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (p) up to $20,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (nq) the Company’s Underwriters’ actual “road show” expenses for the Offering, provided, however, the Company’s liability for the expenses incurred under clauses (b), (d), (e), (l), (m), (n), (o), (p) and (q), if any, shall not exceed $75,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Securities; (fg) fees and expenses of the Transfer Agent for the Public Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; and (k) all fees, expenses and disbursements relating up to background checks of the Company’s officers and directors; (l) $75,000 for the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000EGS.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth in this Section 4.5(a) to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum an aggregate expense reimbursement limitation of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineMarket; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) $15,950 with respect to the fees and expenses associated with of the Representative’s clearing firm; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; and (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) . In addition to the Underwriters’ costs aforementioned expenses of mailing prospectuses to prospective investors; (k) the Company, the Company will also reimburse the Representative for all feestravel and other out-of-pocket expenses, expenses and disbursements in the approximate amount of $5,000 relating to background checks of the Company’s officers and directors; (l) , which shall be paid by the fees Company directly to the service provider, and expenses associated with the Underwriters’ use reasonable fees, costs and disbursements of i-Deal’s book-buildingits legal counsel, prospectus tracking and compliance software (or other similar software) for which shall be limited to, in the Offering; (m) any expenses and fees incurred aggregate, $55,000 by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonably incurred expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determinedetermine in good faith; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designatedesignate (including, without limitation, all filing and registration fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the cost and expense of the public relations firm referred to in Section 4.22 of this Agreement; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (kl) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lm) the fees and expenses associated with the Underwriters’ use of the i-Deal’s book-building, prospectus tracking Deal system and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000NetRoadshow; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses up to $150,000) of the Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(c), including those referenced in clauses ($30,000 m) and (n) above and legal expenses of which has been paid prior counsel to the Execution Date Underwriters and will otherwise, which are incurred by the Underwriters and for which the Company shall be reimbursed responsible shall not exceed $220,000 in the aggregate in the event of a Closing of the Offering. This $220,000 amount shall be inclusive of the $10,000 advance for accountable expenses previously paid by the Company to Spartan (the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000“Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors which background checks shall be authorized by the Company; and (lk) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s legal counsel and other agents and representatives. In addition to the aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $50,000 (inclusive of $20,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual “road show” expenses for in the Offering. The Underwriters may also deduct ) by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Underwriters’ use Offering in the national editions of i-Deal’s book-building, prospectus tracking the Wall Street Journal and compliance software (or other similar software) for New York Times after the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the OfferingClosing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date,, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. i. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative with a limitation of $75,000. ii. Each Selling Stockholder, severally and not jointly, covenants and agrees with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (several Underwriters that such Selling Stockholder will pay or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations with respect to (i) all taxes incident to the sale and delivery of the Selling Stockholder Shares to be sold by the Company such Selling Stockholder to the Underwriters hereunder, and each Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated and ($30,000 ii) any fees and expenses of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000any advisors or counsel for each such Selling Stockholder.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesShares; (fg) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Preferred Stock Conversion Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent and Warrant Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (kl) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $125,000 for the fees and expenses of EGS; (n) all actual fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; and (l) the fees and expenses associated with up to $16,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d) and otherwise which are incurred by the Underwriters (shall not exceed $30,000 of which has been paid prior to 150,000 in the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the SecuritiesShares; (fh) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the fees and expenses of EGS; (n) the Underwriters’ actual “road show” expenses for the Offering; and (o) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual; (l) provided, however, that the fees and aggregate expenses associated payable to the Underwriters in connection with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software Offering shall not exceed $75,000 (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum exclusive of $150,000; and (n) 2,500 for background checks previously paid by the Company’s actual “road show” expenses for the Offering). The Underwriters may also deduct from the net proceeds of the Offering the expenses payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to on the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Closing Date.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the fees and expenses of EGS; (n) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lo) the fees and expenses costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (p) up to $20,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (nq) the Company’s Underwriters’ actual “road show” expenses for the Offering, provided, however, the Company’s liability for the expenses incurred under clauses (b), (d), (e), (l), (m), (n), (o), (p) and (q), if any, shall not exceed $75,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities the Common Stock and Warrant Shares the Warrants on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (d) the costs and expenses of the public relations firm referred to in Section 4.25; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of counsel of the Representatives for such counsel’s participation in the “blue sky’ and stock exchange listing process); (m) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d), including those referenced in clauses (k) and (m) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering ($30,000 50,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date and Date). In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be reimbursed returned to the Company to the extent not offset by actual expensesactually incurred in accordance with FINRA Rule 5110(f)(2)(C). Upon any Representative’s request, the Company shall provide funds to pay all such costs and expenses pursuant to this Section 4.6(d) up to a maximum aggregate expense allowance of $250,000in advance.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesShares; (fg) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Underwriters’ use Offering in the national editions of i-Deal’s book-building, prospectus tracking the Wall Street Journal and compliance software (or other similar software) for New York Times after the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the OfferingClosing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs expenses of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (nl) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Securities, Option Securities and Warrant Shares the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such 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, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $25,000 to such counsel at Closing); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Public Securities; (fh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with of the Underwriters’ use of i-Deal’s book-buildingUnderwriter (including, prospectus tracking without limitation, domestic and compliance software (or other similar software) for the Offering; (m) any foreign legal counsel, background checks, travel expenses and fees incurred by EGS up other diligence expenses) not to exceed a maximum total of $150,000; and 225,000 (n) less amounts previously advanced, provided that any portion of the Company’s actual “road show” expenses for the Offeringadvance not utilized shall be returned). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each any Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred set forth herein (as a result of providing services related to the Offering 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 ($30,000 of which has been paid prior pursuant to the Execution Date and will be reimbursed to the extent not offset by actual expensesSection 8(c) up to a maximum aggregate expense allowance of $250,000hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d) and otherwise which are incurred by the Underwriters shall not exceed $85,000 in the aggregate ($30,000 25,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Date).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, Warrant Shares, and Underwriter’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineNasdaq; (cd) all reasonable and documented fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representatives may reasonably designatedirectors; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, 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 Preliminary Prospectuses and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the reasonable and documented fees and expenses of EGS, in an amount not to exceed $75,000; (o) all fees, expenses and disbursements relating to background checks the registration or qualification of such Securities under the Company’s officers “blue sky” securities laws of such states and directorsother jurisdictions as the Representative may reasonably designate in amount not to exceed $5,000; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.and

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative; with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum an aggregate expense reimbursement limitation of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (km) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (n) the fees and expenses of AFS, not to exceed $100,000; (o) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (lp) the fees and expenses associated with cost for the Underwriters’ use of i-DealIPreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (nq) the Company’s Underwriters’ actual “road show” expenses for the Offering; provided that the maximum reimbursable amount payable to the Underwriters pursuant to (m)-(q) above shall not exceed $150,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (diii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among agreement among Underwriters, any agreements with Selected Dealersselected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eiv) the costs of preparing, printing and delivering the Securities; (fv) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gvi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hvii) the fees and expenses of the Company’s accountants; (iviii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (kix) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lx) all fees, expenses and disbursements relating to the registration or qualification of the Closing Shares, Option Shares, Representative’s Warrants and Representative’s Warrant Shares 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 fees and disbursements of the Representative’s counsel for such counsel’s participation in the “blue sky” and stock exchange listing purposes); (xi) the costs and expenses of the public relations firm referred to in Section 4.24; (xii) the fees and expenses associated with of the Underwriters’ use of i-DealUnderwriter’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; legal counsel and (nxiii) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d), which are incurred by the Underwriters (and for which the Company shall be responsible shall not exceed $30,000 150,000 in the aggregate in the event of which has been paid prior to a Closing of the Execution Date Offering and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,00025,000 in the event there is not a Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Public Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys blue sky surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, any agreements with Selected Dealersselected dealers, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ed) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fe) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gf) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (ih) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ji) the Underwriters’ costs of mailing prospectuses to prospective investors; (kj) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lk) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (ml) any the fees and expenses and fees incurred by EGS up to a maximum of $150,000; the Underwriter’s legal counsel and (nm) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 clauses (j), (k) and (l) of this Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $80,000 in the aggregate in the event of a Closing of the Offering ($30,000 25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date Date) and a maximum of $25,000 (inclusive of the Advance) 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 reimbursed returned to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares the shares of Common Stock on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the 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); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Offering 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 Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (gi) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with of the Underwriters’ use of i-DealRepresentative’s book-buildinglegal counsel not to exceed $150,000, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks (not to exceed $5,000), travel expenses and fees incurred by EGS up to a maximum of $150,000; and other diligence expenses) (n) the CompanyUnderwriter’s actual use of the Ipreo book-building software for the Offering, (o) “road road-show” expenses for the Offering and (p) the costs associated with receiving commemorative mementos and lucite tombstones for the Offering. The Underwriters maximum aggregate expense reimbursement allowance under subparagraphs (l) through (p) shall not exceed $180,000. The Representative, with the prior approval of the Company, may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each an Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred set forth herein (as a result of providing services related to the Offering limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to the Execution Date and will be reimbursed to the extent not offset by actual expensesSection 7(c) up to a maximum aggregate expense allowance of $250,000hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities shares of Common Stock to be sold in the Offering (including the Option SecuritiesOver-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Public Securities and Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs of preparing, printing and delivering certificates representing the Public Securities; (fg) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; and (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Firm Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ed) the costs of preparing, printing and delivering the Securities; (fe) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gf) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hg) the fees and expenses of the Company’s accountants; (ih) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (ki) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lj) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (mk) any the fees and expenses and fees incurred by EGS up to a maximum of $150,000; the Underwriter’s legal counsel and (nl) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 $125,000 in the aggregate in the event of a Closing of the Offering ($30,000 25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date Date) and a maximum of $40,000 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 reimbursed returned to the Company to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000actually 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 each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys Surveys, if any, and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs and expenses of any public or investor relations firm the Company may, in its discretion, select; (h) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Agent; (gj) share Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses of the Representative’s Counsel not to exceed $100,000; (n) the cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (mo) any expenses the cost of commemorative mementos and fees incurred by EGS up to a maximum of $150,000; Lucite tombstones relating the transactions contemplated hereby and (np) the Company’s Underwriters’ actual accountable “road show” expenses for the Offering, with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.8.3(d), (m)-(p) not to exceed $125,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the SecuritiesShares; (f) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual; (lm) the fees and expenses costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the cost for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from Underwriters’ expenses under clauses (k) through (o) shall not exceed in the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters (aggregate $30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,00075,000; and (n) the Company’s actual “road show” expenses for the Offering; and (o) commemorative mementos and lucite tombstones. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 20,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,00095,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors and other due diligence expenses; (le) the costs associated with receiving commemorative mementos and lucite tombstones; (f) fees and expenses associated with of the Representative’s Counsel; (g) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000due diligence expenses; and (nh) the Company’s actual Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under subsections 3.8(d)-(h) not to exceed $200,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid prior pursuant to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Section 8.2 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering the SecuritiesShares; (fh) fees and expenses of the Transfer Agent for the Securities Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (lm) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000EGS; and (n) the Company’s Underwriters’ actual “road show” expenses for the Offering; provided, however, that the aggregate expenses payable to the Underwriters in connection with the Offering shall not exceed $50,000. The Underwriters may also deduct from the net proceeds of the Offering the expenses payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to on the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Closing Date.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) [omitted]; (d) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ef) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) [omitted]; (k) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-DealiDeal’s book-building, prospectus prospects tracking and compliance software (or other similar software) for the Offering; (mn) any expenses and fees incurred by EGS up the Underwriters’ costs of mailing prospectuses to a maximum of $150,000prospective investors; and (no) the Company’s actual “road show” expenses for the Offering[omitted]. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, shares of Common Stock underlying the Representative’s Warrants and Pre-Funded Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (fg) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Securities, Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, Agreement and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power in each case as is necessary for an Offering of Attorneythis type), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm, should the Company engage such a firm in its discretion; (h) the costs of preparing, printing and delivering certificates representing the SecuritiesShares, if requested; (fi) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (gj) share transfer and/or stamp taxes, if any, payable upon the transfer of securities the Shares from the Company to the Underwriters; (hk) the fees and expenses of the Company’s accountants; (il) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses of the Representative’s Counsel (up to a maximum of $75,000 and subject to the limitations below); (n) the cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (no) the Company’s Underwriters’ actual accountable “road show” expenses for the Offering; and (p) the costs associated with commemorative mementos and lucite tombstones with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.10.2(d) not to exceed $7,500, and under sub-sections 3.10.2 (m)-(p) not to exceed $117,500, less the $32,500 advance the Company previously paid to The Benchmark Company, LLC . The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option the shares of Common Stock included in the Securities and Warrant Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrant Agreement, the Warrant, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer transfer agent for the shares of Common Stock and the Preferred Stock and the Warrant Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Warrants; (gi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) up to $140,000 for the Offering; (mactual reasonable out of pocket expenses incurred by the Representative including $100,000 for legal fees of the Representative, $20,000 for IPREO software related expenses, $5,000 for background check(s) any expenses, $12,000 for marketing expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses 3,000 for the Offeringtombstones. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, Date the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. i. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company's officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “"blue sky” " securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative's counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the Securities; (fi) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hk) the fees and expenses of the Company’s 's accountants; (il) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; and (jm) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the legal fees and expenses associated of the Representative; aggregate reimbursement to the Representative will have a limitation of $75,000. ii. Each Selling Stockholder, severally and not jointly, covenants and agrees with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (several Underwriters that such Selling Stockholder will pay or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering cause to be paid all costs and expenses incident to the performance of such Selling Stockholder's obligations with respect to (i) all taxes incident to the sale and delivery of the Selling Stockholder Shares to be sold by the Company such Selling Stockholder to the Underwriters hereunder, and each Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated and ($30,000 ii) any fees and expenses of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000any advisors or counsel for each such Selling Stockholder.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Option Securities the Common Stock and Warrant Shares the Warrants on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentative; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d) and otherwise which are incurred by the Underwriters (shall not exceed $30,000 of which has been paid prior to 115,000 in the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares the shares of Common Stock on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the 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); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Offering 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 Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (gi) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with of the Underwriters’ use of i-DealRepresentative’s book-buildinglegal counsel, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks (not to exceed $5,000), travel expenses and fees incurred by EGS up to a maximum of $150,000; and other diligence expenses) (n) the CompanyUnderwriter’s actual use of the Ipreo book-building software for the Offering, (o) “road road-show” expenses for the Offering and (p) the costs associated with receiving commemorative mementos and lucite tombstones for the Offering. The Underwriters maximum aggregate expense reimbursement allowance under subparagraphs (l) through (p) shall not exceed $120,000. The Representative, with the prior approval of the Company, may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each an Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred set forth herein (as a result of providing services related to the Offering limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7(c) hereof. In the event the Offering is not consummated, the Company hereby agrees to pay the fees and expenses of the Representative’s legal counsel and any and all outstanding accountable out-of-pocket expenses within fifteen ($30,000 15) calendar days of which has been paid prior to receipt by the Execution Date and will be reimbursed to Company of the extent not offset by actual reasonable documentation for such expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant the shares of Ordinary Shares on the Trading Market and such other stock exchanges as the Company and the Representatives together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the 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); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eg) the costs of preparing, printing and delivering certificates representing the Securities; (fh) fees and expenses of the Transfer Agent transfer and warrant agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by Ordinary Shares and the Company)Warrants; (gi) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hj) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; Representative (j“Benchmark Legal Fees”) not to exceed $75,000 and to be paid in cash by wire transfer of immediately available funds to an account designated by the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks Representative of the Company’s officers and directorsamounts raised in each Offering; (l) the fees and expenses associated with the Underwriters’ Representative’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) any the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, which expenses related to background checks of senior management not to exceed an amount equal to $7,500, travel expenses and fees incurred by EGS up to a other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $107,500. The Representative, with the prior approval of $150,000; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters , may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each an Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred set forth herein (as a result of providing services related to the Offering limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters ($30,000 of which has been paid pursuant to Section 8(c) hereof. Representative shall receive prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate approval for any individual expense allowance in excess of $250,0002,500, which such approval not to be unreasonably withheld by the Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing SecuritiesShares, Option Securities Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (eh) the costs and expenses of hiring and retaining a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Securities; (fj) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gk) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (hl) the fees and expenses of the Company’s accountants; (im) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the Offering and (o) the fees and expenses of the Representative (including any of the Representative’s “road show” expenses for the Offering). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the 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 this Section 4.6(d) and otherwise which are incurred by the Underwriters (shall not exceed $30,000 of which has been paid prior to 100,000 in the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Securities, Shares and Option Securities and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representatives Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 Representatives Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (fg) fees and expenses of the Transfer Agent for the Securities Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (gh) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hi) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jk) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses costs associated with advertising the Underwriters’ use Offering in the national editions of i-Deal’s book-building, prospectus tracking the Wall Street Journal and compliance software (or other similar software) for New York Times after the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Company’s actual “road show” expenses for the OfferingClosing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, all expenses relating to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) without limitation, all filing fees and communication expenses relating to the registration of the Offering of the Securities to be sold in the Offering (including the Option Securities) with the CommissionCommission and the filing of the offering materials with FINRA; (b) up to $15,000 for all FINRA Public Offering Filing System fees of the Representative’s expenses associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing SecuritiesShares, Option Securities Shares, Warrant Shares and Representative’s Warrant Shares on the Trading Market Market; all fees, expenses and such other stock exchanges as disbursements relating to background checks of the Company Company’s officers and the Representatives together determinedirectors; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Representative’s counsel at Closing); (d) all fees and expenses associated with the i-Deal system and NetRoadshow; the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting including this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; the costs of preparing, printing and delivering the certificates representing such Securities; (f) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)such Securities; (g) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s accountants; (i) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; (j) provided, however, that the maximum amount of accountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $175,000, less the Advance. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ costs (inclusive of mailing prospectuses to prospective investors; (klegal costs) all feesdetailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up subject to a maximum of $150,000; 175,000 in the event a Closing occurs, and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,00025,000 in the event that there is no Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities, Option Securities and Warrant Shares on the Trading Market NASDAQ and such other stock exchanges as the Company and the Representatives Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) the fees and expenses of the Underwriters’ counsel, up to a maximum of $125,000; (f) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representatives Underwriters may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel); (dg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (eh) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (fi) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (gj) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (hk) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (l) the fees and expenses of the Company’s accountants; (im) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the CompanyUnderwriter’s actual “road show” expenses for the Offering, up to a maximum of $10,000, while the Commission is reviewing the Registration Statement; (o) the costs of any finders fees to third parties; and (p) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date, which the Underwriters will coordinate; the remaining balance will be borne by the Underwriter. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, all such out-of-pocket fees, the expenses and disbursements of Underwriters incurred as a result of providing services related to the Offering set forth herein to be paid by the Company to the Underwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000Underwriter.