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

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate together determine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the ExchangeNasdaqCM, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company shall will make a payment of $5,000 0 to such counsel at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designatetogether determine; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses the costs associated with four (4) bound volumes of the Representativepublic offering materials to be provided to the Representative by Company’s legal counsel not to exceed $75,000counsel; (qn) the $29,500 20,000 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; and (ro) up to $20,000 10,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateoffering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Ordinary Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all feesregistration, expenses and disbursements relating to the registration qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) 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, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lg) the costs fees and expenses of the Company’s and/or the Selling Shareholder’s accountants; (h) all filing fees and communication expenses associated with post-Closing advertising the review of the Offering in the national editions by FINRA; (i) up to $20,000 of the Wall Street Journal and New York TimesRepresentative’s actual accountable road show expenses for the Offering; (mj) the $29,500 cost associated with the Representative’s use of Pero’s book building, prospectus tracking and compliance software for the offering; (k) the costs associated with bound volumes of the public offering Offering materials as well as commemorative mementos and lucite tombstones, each of which Lxxxxx tombstones in an aggregate amount not to exceed $5,000; and (l) the Company or its designee shall provide within a reasonable time after fees for the Closing Date in such quantities as the Representative may reasonably requestRepresentative’s legal counsel, in an amount not to exceed $2,500 in 175,000. For the aggregate; (n) sake of clarity, it is understood and agreed that the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of Company shall be responsible for the Representative’s external legal counsel not to exceed $75,000; (q) costs detailed in this section irrespective of whether the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-buildingOffering is consummated or not, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited subject to a maximum of $147,000 100,000 in the event that there is not a Closing. The Company shall at its own expense have background checks performed by a background search firm acceptable to the Representative on the Company’s senior management and board of directors in an amount not to exceed $15,000 in the aggregate. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the he Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be XX Xxxxxx’x counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative XX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersXX Xxxxxx; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel directors and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel officers in an amount not to exceed $75,00015,000 in the aggregate; (qj) up to $20,000 of XX Xxxxxx’x actual accountable road show expenses for the Offering; (k) the $29,500 cost associated with the Underwriter’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (l) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (rm) the fees for XX Xxxxxx’x legal counsel, in an amount not to exceed $150,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for XX Xxxxxx’x external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 50,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersevent that there is not a Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s and Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 or $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the ExchangeOTCQB Marketplace, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 10,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,00050,000; (qn) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement 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 shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the CommissionProspectus and Form F-6; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities Shares under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities under the securities laws of such foreign jurisdictions jurisdiction as the Representative XX Xxxxxx may reasonably designate; (ge) 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, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filings fees and expenses communication expense associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of XX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $75,000Offering; (qj) the $29,500 cost associated with the Underwriter’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (k) 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 (rl) up the fees for Representative Counsel in the United States, in an amount not to exceed $20,000 175,000 in the event of a Closing of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to , and a maximum of $147,000 100,000 in the aggregateevent there is no Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company such fees shall make a payment of be limited to $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)5,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions one set of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials materials, as well as the costs associated with commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000 in aggregate, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $75,000125,000; (qp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) $10,00 for data services and communications expenses; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 or $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,00050,000; (qn) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ni) the fees and expenses of the Company’s accountants; and (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities such Closing Shares and the Option Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all reasonable fees, expenses and disbursements relating to the registration or qualification of the such Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that and the fees and expenses of Blue Sky counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rh) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 50,000 for fees and expenses (the “Expense Cap”) including “road show”, diligence and reasonable legal fees and disbursements for Underwriters’ counsel. Additionally, the Representative shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds in this offering. Such non-accountable expense allowance shall not be deemed included in the aggregateExpense Cap. In the event the Offering is not consummated, a maximum of $20,000 will be payable by the Company for such expenses. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative EX Xxxxxx may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be EX Xxxxxx’x counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative EX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company and the Selling Stockholders to the UnderwritersEX Xxxxxx; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of EX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $75,000Offering; (qj) the $29,500 cost associated with the Underwriter’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (rl) up the fees for EX Xxxxxx’x legal counsel; provided, however, the sum of the expenses set forth in clauses (a) through (l) shall not exceed $120,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for EX Xxxxxx’x external counsel legal costs detailed in this Section 4.10.1 irrespective of whether the Offering is consummated or not, subject to $20,000 50,000 if there is not a Closing. Additionally, the Company previously provided an expense advance (the “Advance”) to EX Xxxxxx of $25,000. The Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses Advance shall be limited returned to a maximum of $147,000 in the aggregateCompany to the extent not actually incurred. The Representative EX Xxxxxx may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwritersunderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and Nasdaq Global Select Market or such other stock exchanges primary market on which the Common Shares are listed for trading as the Company and the Representative together determinea class; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual and $20,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that if the Offering is commenced on the Exchange, the Company shall make such fees and expenses will be limited to a payment of $5,000 to such counsel at Closing) and provided that all such fees, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment expenses and disbursements in excess of our aggregate of $15,000 10,000 shall be subject to such counsel upon the commencement consent of “blue sky” work by such counsel and an additional $5,000 at Closing)the Company, which consent is not to be unreasonably withheld; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent Transfer Agent for the Public Securitiesshares of Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qn) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateoffering . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriters (subject to prior delivery to the Company of invoices for such expenses), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all feesdisbursements, expenses and disbursements if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional $5,000 at Closing); counsel); (fe) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pl) the fees and expenses of the Representative’s Underwriters’ legal counsel in the amount not to exceed $75,000; 125,000 (q) provided, however, the Company shall receive a credit in the amount of $29,500 cost associated with the Underwriter’s use 85,000 towards such legal fees and expenses which credit shall be reflected at closing of Ipreo’s book-buildingthis Offering), prospectus tracking and compliance software for the Offering; and (rm) up to $20,000 15,000 of the Underwriters’ actual accountable “road show” expenses for the Offering, and (n) the due diligence fees and expenses of the Underwriters (including, without limitation, domestic and foreign legal counsel, director and officer background checks (fees, expenses and disbursements for such background checks not to exceed $10,000), travel expenses and other diligence expenses). The aforementioned Representative’s expenses (less amounts previously advanced, provided that any portion of the advance not utilized shall be limited to a maximum of $147,000 in the aggregatereturned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses fees and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closingany); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lj) the costs associated with post-Closing advertising the Offering in the national editions one set of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the costs of background checks of the Company’s officers and directors to be conducted by V Check Global LLC; (l) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives and (pn) the fees and expenses of the Representative’s Underwriters’ legal counsel counsel, not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering60,000. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities ADSs to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants such ADSs on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such ADSs under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (includingoffering documents, without limitationRegistration Statements, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; , (h) the costs and expenses of a public relations firm; (ie) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (jf) fees and expenses of the transfer agent Depositary for the Public SecuritiesADSs; (kg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (lh) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents; (j) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (m) Times except that that Company shall only reimburse the Underwriter for the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which this subsection (k) if the Company or gives its designee shall provide within a reasonable time after the Closing Date in prior written consent to such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offeringadvertisements; and (rl) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the OfferingOffering incurred by the Company. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $100,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable clearing charges; (b) travel and out-of pocket expense in connection with the Offering; (c) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (d) cost of due diligence meetings not exceeding $10,000 in the aggregate; and (e) preparation of printed documents for closing and deal mementos with costs not exceeding $3,000. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that US$50,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable 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 the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to if the Offering is commenced on the Exchange, Over the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of up to $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 to such counsel at ClosingClosing to cover such counsel’s fees and expenses); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs (up to $2,500) associated with post-Closing advertising the Offering in the national editions one set of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00050,000, but only if the gross proceeds to the Company from the Offering equal or exceed $25 million; (qp) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) upon the successful completion of this Offering, up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned RepresentativeNotwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall be limited to a maximum of not exceed $147,000 125,000.00 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Exchange, the Company such fees shall make a payment of $5,000 to such counsel at Closing, or only be applicable if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company Board and shall make a payment of be limited to $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the Company’s obligation for payment of the Representative’s accountable expenses in the aggregate (inclusive of any advances made by the Company to the Representatives) shall not exceed $200,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, and the Company shall make a payment of $15,000 to such counsel reasonable fees upon the commencement of “blue sky” work by such counsel and an additional of up to $5,000 at Closing)10,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not request up to exceed $2,500 in the aggregate5,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $100,000; and (r) up to $20,000 21,775 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all actual Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $15,000 in the aggregatecap; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional $5,000 at Closingcounsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $2,500 in the aggregate1,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,00050,000; and (qp) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of such shares under the “blue sky” securities laws of such states and other stock exchanges jurisdictions as the Company and the Representative together determinedetermine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the Exchange, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company will make a payment of $0 to such counsel at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (de) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designatetogether determine; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date tombstones in such quantities as the Representative may reasonably request, in an amount request and not to exceed $2,500 in the aggregate5,000; (nl) the fees and expenses costs associated with four (4) bound volumes of the Offering materials to be provided to the Representative by the Company’s accountantscounsel; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qm) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rn) up to $20,000 5,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 1,000 per individual and $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the NasdaqCM or on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (g) 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, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public SecuritiesShares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Nasdaq CM or on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the reasonable fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qo) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. (i) The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) 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 the Public Securities such Closing Shares and the Option Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel), it being understood that no such counsel and an additional $5,000 at Closing)fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as to which the Representative may reasonably designateCompany shall have consented in writing; (ge) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jg) fees and expenses of the transfer agent Transfer Agent for the Public SecuritiesShares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ni) the fees and expenses of the Company’s accountantsaccountants and (j) fees and expenses for necessary, reasonable and documented out-of-pocket fees and expenses of the Underwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel up to a maximum amount of $50,000; (ok) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rn) up to $20,000 of the Underwriters’ Company’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses For the sake of clarity, it is understood and agreed that the Company shall be limited responsible for the Underwriters’ external counsel legal costs detailed in this Section, irrespective of whether the Offering is consummated, up to a maximum of $147,000 25,000, in the aggregateevent there is not a Closing. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or the Option Closing Datedate of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Total fees payable by the Company to the Representative and its counsel under this Section 4.6, in the event the Closing occurs shall not exceed an aggregate of $50,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing 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 shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the shares of Ordinary Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineExchange; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all feesdisbursements, expenses and disbursements if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional $5,000 at Closingcounsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the transfer and warrant agent for the Public SecuritiesOrdinary Shares and the Warrants; (ki) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; Representative (p“Benchmark Legal Fees”) fees and expenses of the Representative’s legal counsel not to exceed $75,00075,000 and to be paid in cash by wire transfer of immediately available funds to an account designated by the Representative of the amounts raised in each Offering; (ql) the $29,500 cost associated with the UnderwriterRepresentative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rm) up 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 $20,000 7,500, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $107,500. The Representative, with the prior approval of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the an Option Closing Date, if any, the expenses set forth herein (as 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 8(c) hereof. Representative shall receive prior approval for any individual expense in excess of $2,500, 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 the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and in an additional amount not to exceed $5,000 at Closing15,000); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate1,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineNASDAQ; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of such fees and expenses will be limited to $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at ClosingClosing Date); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriters may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) the fees and expenses of the transfer agent for the Public SecuritiesShares; (kj) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qm) the $29,500 16,000 cost associated with the Underwriter’s use of Ipreoi-Deal’s book-book building, prospectus tracking and compliance software for the Offering; and (rn) up to $20,000 10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; and (o) all reasonable fees and disbursements of counsel retained by the Underwriters up to an aggregate amount that fully complies with FINRA Rule 5110(f)(2)(B). The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; : (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregateof actual costs incurred; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $15,000 to such counsel at Closing or (ii) if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, Nasdaq Capital Market or if the Offering is commenced on the Over-the-Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (kj) stock transfer and/or anchor stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,000$ 60 ,000; (qp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and Nasdaq Global Select Market or such other stock exchanges primary market on which the Common Shares are listed for trading as the Company and the Representative together determinea class; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual and $20,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that if the Offering is commenced on the Exchange, the Company shall make such fees and expenses will be limited to a payment of $5,000 to such counsel at Closing) and provided that all such fees, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment expenses and disbursements in excess of our aggregate of $15,000 10,000 shall be subject to such counsel upon the commencement consent of “blue sky” work by such counsel and an additional $5,000 at Closing)the Company, which consent is not to be unreasonably withheld; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent Transfer Agent for the Public SecuritiesCommon Shares and Warrant Agent for the Warrants; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qn) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateoffering . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriters (subject to prior delivery to the Company of invoices for such expenses), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an aggregate amount not to exceed $15,000 in the aggregate5,000; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (i) if the Offering is commenced on the ExchangeNasdaqCM, the Company shall will make a no payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate with the prior consent of the Company; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent Transfer Agent for the shares of the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York TimesTimes with the prior consent of the Company; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount request but not to exceed $2,500 in the aggregate2,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 25,000 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offeringoffering. The aforementioned RepresentativeNotwithstanding the foregoing, the Company’s obligation to reimburse the Representative for any out-of-pocket accountable expenses actually incurred shall be limited to a maximum of not exceed $147,000 50,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional counsel, but only up to $5,000 at Closing30,000); (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a public relations firm; (i) the costs of preparingpreparation, printing and delivering certificates representing delivery to the Public SecuritiesUnderwriters of copies of each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto; (jg) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qk) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable investor presentations on any “road show” undertaken in connection with the marketing of the Public Securities, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay for the Offeringother fifty percent (50%)). The aforementioned Representative’s It is understood, however, that, except as provided in this section and section 7.2 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Public Securities by them, and any advertising expenses shall be limited to a maximum of $147,000 in the aggregateconnected with any offers they may make. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregatein; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities[intentionally omitted]; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses ; provided however that in no event shall the Company be limited obligated to a maximum pay more than an aggregate of $147,000 in the aggregate110,000 of such expenses payable pursuant to clauses (b), (d), (e), (f), (g), (l), (m), (p) and (q) of this paragraph. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Public Securities and the transactions contemplated hereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all actual Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work counsel, it being agreed that such fees and expenses shall not exceed $25,000 in the aggregate and shall be payable by such counsel and an additional $5,000 the Company at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) one half of the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering30,000; and (rp) up to $20,000 of the Underwriters’ additional actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, all expenses related to the extent not paid at the Closing Date, all expenses Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinedetermine or associated with the review of the Offering by FINRA; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, opinion in all jurisdictions of the Company shall make a payment and its subsidiaries and affiliates, and the reasonable fees and disbursements of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (he) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nf) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rg) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 250,000 for all accountable fees and expenses incurred by the Underwriters in connection with the aggregateOffering, including “road show,” diligence including directors’ and officers’ background check and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and and other professional services and other out-of-pocket expenses. The parties acknowledge that the Company has paid an expense advance to the Representative of $80,000 (together, the “Advance”) towards the foregoing accountable expense allowance and other expenses from time to time which shall be calculated at Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not and any unearned portions of advances shall be refunded. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRA Desk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual; (d) the reasonable fees and disbursements of the Underwriters’ counsel in excess of $200,000, as incurred, which excess is currently estimated to be in a range of $100,000–$125,000 but will depend on the aggregate; actual fees and disbursements of such counsel in connection with the Offering, (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such 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 reasonable fees and disbursements of the Representative’s counsel, it being agreed that if the Offering is commenced on the Exchange, Over the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an Funtalk China Holdings Limited ____________, 2009 additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public SecuritiesShares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; and (q) the Underwriters’ costs of mailing prospectuses to prospective investors. The aforementioned All relevant expenses incurred by the Underwriter in items (1), (o), (p) and (q) of this Section will be borne by the Company, up to but no more than $130,000; the remaining balance will be borne by the Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersRepresentative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, and the Company shall make a payment of $15,000 to such counsel reasonable fees upon the commencement of “blue sky” work by such counsel and an additional of up to $5,000 at Closing)15,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $100,000; and (r) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters., other than amounts already advanced to the Representative as of the date of this Underwriting Agreement..

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NASDAQ and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregatedirectors; (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 the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses reasonable fees and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designateUnderwriters’ counsel); (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesShares; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mk) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited , up to a maximum of $147,000 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 aggregatenational 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 Representative Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative XX Xxxxxx may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be XX Xxxxxx’x counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative XX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company and the Selling Stockholders to the UnderwritersXX Xxxxxx; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of XX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $75,000Offering; (qj) the $29,500 cost associated with the Underwriter’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (rl) up the fees for XX Xxxxxx’x legal counsel, in an amount not to exceed $120,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for XX Xxxxxx’x external counsel legal costs detailed in this Section 4.10.1 irrespective of whether the Offering is consummated or not, subject to $20,000 50,000 if there is not a Closing. Additionally, the Company previously provided an expense advance (the “Advance”) to XX Xxxxxx of $25,000. The Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses Advance shall be limited returned to a maximum of $147,000 in the aggregateCompany to the extent not actually incurred. The Representative XX Xxxxxx may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwritersunderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, and the Company shall make a payment of $15,000 to such counsel reasonable fees upon the commencement of “blue sky” work by such counsel and an additional of up to $5,000 at Closing)15,000; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount ; such costs not to exceed $2,500 in the aggregate; 2,000 (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $75,000; and (r) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement without limiting the generality of the foregoing, the Advance will be debited against actual out-of-pocket accountable expenses in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 1,000 per individual and $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the NasdaqCM or on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (g) 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, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public SecuritiesShares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Offered Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Offered Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $US$15,000 in the aggregate; (e) all reasonable and documented fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Offered 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, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all reasonable and documented fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Offered Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Final Offering Documents and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Offering Documents and final Prospectuses Final Offering Documents as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates (if any) representing the Public SecuritiesOffered Shares; (j) fees and expenses of the transfer agent for the Public SecuritiesCommon Shares; (k) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the then Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials material as well as commemorative mementos and lucite lucit tombstones, each of which the Company company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as ass the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregateUS$3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $75,000US$125,000; (q) the $US$29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (r) US$10,000 for data services and communications expenses; and (s) up to $20,000 US$30,000 of the Underwriters’ Representative’s actual accountable “road show” ”, market making and trading, and clearing firm settlement expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (designate, including, without limitation, all filing and registration fees, and reasonable fees and disbursements of “blue sky” counsel, it being agreed that if such fees and expenses will be limited to the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)Closing Date; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the transfer agent for Transfer Agent and the Public SecuritiesWarrant Agent; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lxi) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxiv) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,00050,000; (qxv) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (xvi) the cost and expenses of the Company’s public relations firm; (xvii) the costs associated with bound volumes of the 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 Date in such quantities as the Representative may reasonably request in an amount not to exceed $5,000; and (rxviii) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineNasdaq; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional $5,000 at Closingwhich will be the Representative Counsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Company’s transfer agent for the Public Securitiesagent; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; and (ol) the $50,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateRepresentative Counsel. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to having the listing of the Public Securities Firm Class A Warrants and the Shares of Common Stock underlying the Representative’s Option Class A Warrants quoted on the Exchange Market and such other stock exchanges as the Company and the Representative Underwriter together determine; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual or $20,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Exchange, the Company shall make such fees and expenses will be limited to a payment of up to $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at ClosingClosing Date); (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter and the Company may reasonably designateagree, provided that such fees and expenses payable to counsel in connection therewith shall not exceed $5,000, payable on the Closing Date; (gvii) 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, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (hviii) the costs and expenses of a public relations firmthe Public Relations Firm; (iix) the costs of preparing, printing and delivering certificates representing the Public Securities; (jx) fees and expenses of the transfer agent Transfer Agent for the Public Securitiesshares of Common Stock; (kxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (lxii) the costs associated with post-Closing closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times, not to exceed $5,000 in the aggregate; (mxiii) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nxiv) the fees and expenses of the Company’s accountants; (oxv) the all fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Underwriter Counsel not to exceed $75,00025,000; (qxvi) the $29,500 20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rxvii) up to $20,000 10,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Amounts due under this Section 3.10.1 shall be reduced by the amount of the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual and $25,000 in the aggregate; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (i) if the Offering is commenced on the ExchangeNasdaq Global Market or the NYSE Amex, the Company shall will make a payment of $5,000 to such counsel at Closingon the Closing Date, or (ii) if the Offering is commenced on the Over-the-Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.7; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesShares; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mk) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, not to exceed $5,000 in the aggregate, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of $16,000 for the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; (o) the Company’s (including, without limitation, the costs of recording and (rhosting on the Internet of the Company’s road show presentation and the Company’s travel and lodging expenses) up to $20,000 of and the Underwriters’ actual accountable “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; and (q) 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 relevant expenses incurred by the Underwriters in item (o) of this Section will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on any of The NASDAQ Global Market, The NASDAQ Global Select Market or the ExchangeNYSE Amex, the Company shall make pay actual expenses up to a maximum payment of $5,000 to such counsel at Closing, or (ii) if the Offering is commenced on the Exchange or the Over-the-Counter Bulletin Board, the Company shall make pay actual expenses up to a maximum payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate5,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00025,000; (q) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.the

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Ordinary Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all feesregistration, expenses and disbursements relating to the registration qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) 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, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) all filing fees associated with the fees and expenses review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and expenses up to $20,000 of the Representative’s legal counsel not to exceed $75,000actual accountable road show expenses for the Offering; (qj) the $29,500 cost associated with the UnderwriterRepresentative’s use of IpreoPxxx’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; and (rl) up to $20,000 of the Underwriters’ actual accountable “road show” expenses fees for the Offering. The aforementioned Representative’s expenses legal counsel, in an amount not to exceed $175,000. For the sake of clarity, it is understood and agreed that the Company shall be limited responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $147,000 100,000 in the event that there is not a Closing. The Company shall at its own expense have background checks performed by a background search firm acceptable to the Representative on the Company’s senior management and board of directors in an amount not to exceed $15,000 in the aggregate. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding anything to the contrary herein, the maximum amount payable by the Company pursuant to this Section shall be $244,500. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Ordinary Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all feesregistration, expenses and disbursements relating to the registration qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (he) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nf) the fees and expenses of the Company’s accountants; and (og) the a maximum of $200,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Company’s legal counsel Offering documents, deal tracking software, printing and reproduction costs, accounting and other agents professional services and representatives; (p) fees other out-of-pocket expenses. For the sake of clarity, it is understood and expenses of agreed that the Company shall be responsible for the Representative’s external legal counsel not to exceed $75,000; (q) costs detailed in this section irrespective of whether the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-buildingOffering is consummated or not, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited subject to a maximum of $147,000 50,000 in the aggregateevent that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this AgreementAgreement less the Advance (as such term is defined in Section 8.3 hereof), including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Common Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “"blue sky” " securities laws of such states and other jurisdictions as the he Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “Company's "blue sky” work by " counsel, which will be the Representative Counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company's proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Craft may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersCraft; (lg) the costs fees and expenses of the Company's accountants; (h) all filing fees and communication expenses associated with post-Closing advertising the review of the Offering in by FINRA; (i) the national editions reasonable costs of the Wall Street Journal Company for roadshow meetings and New York Timesthe preparation of a powerpoint presentation for such roadshow meetings; (mk) the costs associated with bound volumes of the public offering Offering materials as well as commemorative mementos and lucite tombstones, each of which ; and (m) the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as fees for the Representative may reasonably requestCounsel, in an amount not to exceed $2,500 in US$150,000. For the aggregate; (n) sake of clarity, it is understood and agreed that the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses Company shall be limited responsible for Representative Xxxxxxx's detailed in this Section 3.11, irrespective of whether the Offering is consummated or not, subject to a maximum amount of $147,000 up to US$50,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersevent that there is not a Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the financial public relations firmfirm referred to in Section 3.19; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (p) the fees and expenses of the Representative’s Underwriters’ legal counsel counsel, not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate50,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 10.3, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, 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 shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System Commission and the filing fees associated with the review of the Offering by offering materials with FINRA; (cii) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineNASDAQ Capital Market; (diii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregatedirectors; (eiv) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Newbridge may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Newbridge’s counsel, it being agreed that if the Offering is commenced on the Exchange, a national securities exchange the Company shall will make a payment of $5,000 0 to such counsel at Closingthe closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board, Board or OTC Markets) the Company shall will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closingclosing of the Offering); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gv) 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 blue sky surveys, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Newbridge may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ivi) the costs of preparing, printing and delivering certificates representing the Public Securitiessuch Shares; (j) fees and expenses of the transfer agent for the Public Securitiessuch Shares; (kvii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersNewbridge; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nviii) the fees and expenses of the Company’s accountants; (o) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (pix) fees and expenses of the Representative’s legal counsel costs associated with commemorative Lucite tombstones in such quantities as Newbridge may reasonably request, not to exceed $75,000; (q) 5,000. In addition, the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software Company agrees to be responsible for the Offering; and (r) up legal fees of counsel to Newbridge, provided, however, that such fees shall not exceed $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and reasonable fees and disbursements of “blue sky” counsel, it being agreed that if such fees and expenses will be limited to the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)on the Closing Date; (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the transfer agent for Transfer Agent and the Public SecuritiesWarrant Agent; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lxi) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxiv) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,00050,000; (qxv) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (xvi) the cost and expenses of the Company’s public relations firm; (xvii) the costs associated with bound volumes of the 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 Date in such quantities as the Representative may reasonably request in an amount not to exceed $2,500; and (rxviii) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses of the Company relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual (or $[ ] in the aggregate); (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by counsel, it being agreed that such counsel fees and an additional expenses will be limited to $5,000 at Closing10,000 in the aggregate); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.9 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public SecuritiesShares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qo) the $29,500 20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned RepresentativeRepresentative may, with the Company’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may prior written consent, deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) 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 the Public Securities such Closing Units, Option Shares and the Warrant Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gc) 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’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (id) the costs of preparing, printing and delivering certificates representing the Public Securities; (je) fees and expenses of the transfer agent Transfer Agent for the Public SecuritiesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pi) fees the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and expenses disbursements relating to background checks of the RepresentativeCompany’s legal counsel officers and directors not to exceed $75,00015,000 in the aggregate; (qk) the $29,500 cost fees and expenses associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rl) up to $20,000 of the Underwriters’ Company’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein 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 (l) 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 $110,000 in the aggregate in the event of a Closing of the Offering ($15,000 of which has been paid as an advance (the “Advance”) prior to the Execution 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 returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, all expenses related to the extent not paid at the Closing Date, all expenses Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinedetermine or associated with the review of the Offering by FINRA; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, opinion and background check costs in all jurisdictions of the Company shall make a payment and its subsidiaries and affiliates, and the reasonable fees and disbursements of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (he) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nf) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rg) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 250,000 for all accountable fees and expenses incurred by the Underwriters in connection with the aggregateOffering, including “road show,” diligence including directors’ and officers’ background check (but not UCC, judgment, litigation searches or background checks on the Company itself or its subsidiaries which shall be the obligation of the Company), and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and and other professional services and other out-of-pocket expenses. The parties acknowledge that the Company has paid an expense advance to the Representative of $80,000 (together, the “Advance”) towards the foregoing accountable expense allowance and other expenses from time to time which shall be calculated at Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not and any unearned portions of advances shall be refunded. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the 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 shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) 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 the Public such Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if but excluding the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement fees and expenses of “blue sky” work by such counsel and an additional $5,000 at Closingcounsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses the Time of Sale Prospectus, the Base Prospectus, the Prospectus Supplement and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the transfer agent Transfer Agent for the Public Securities; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ni) the fees and expenses of the Company’s accountants; and (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all the costs of preparing, printing and filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) statement with the CommissionSEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) all Public Filing System filing fees associated with the review costs of preparing, printing and delivering exhibits thereto, in such quantities as the Offering by FINRAUnderwriters may reasonably request; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to designated by the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nd) the fees of counsels and expenses of accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offeringtransfer agent; and (rf) fees, if necessary, associated with translation services. The Company has agreed to reimburse the Underwriters up to one hundred fifty thousand dollars ($20,000 of the Underwriters’ actual accountable “road show” 150,000) for its reasonable out-of-pocket expenses for in connection with the Offering. The aforementioned Representative’s Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the Underwriters within 10 working days after the execution of the engagement letter, as a cash retainer fee; (ii) Fifty Thousand dollars ($50,000) was paid to the Underwriters upon the public filing of the Registration Statement; and (iii) Thirty Thousand dollars ($30,000) will be paid to the Underwriters upon the closing of the Offering. Promptly, upon the consummation of the Offering or the earlier termination of the engagement period in accordance with its terms, the Underwriters will return the balance of any remaining portion of the advances to the extent such monies were not used for reasonable and documented out-of-pocket expenses shall be limited incurred pursuant to a maximum of $147,000 in the aggregateSection 8.3 hereof. The Representative Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; FINRA (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 per individual and $30,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Exchange, the Nasdaq Global Market, or the Nasdaq Global Select Market, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Nasdaq Capital Market or Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably requestrequest (provided, in an amount that, such amounts shall not to exceed $2,500 in 5,000 without the aggregateCompany’s prior written consent); (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. It is agreed and understood that the accountable expenses reimbursable to the Representatives under this Section 3.10.1 shall be capped at $140,000. It is further agreed that this $140,000 cap shall cover all the out of pocket expense categories set forth in this Section 3.10.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in and the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with Representative’s Securitieswith the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent and Warrant Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with two sets of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 15,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities such Closing Shares and the Option Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all reasonable fees, expenses and disbursements relating to the registration or qualification of the such Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that and the fees and expenses of Blue Sky counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rh) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in 50,000 for fees and expenses (the aggregate“Expense Cap”) including “road show”, diligence and reasonable legal fees and disbursements for Underwriters’ counsel. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $20,000); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) 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 or $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 10,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Additional Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Selling Agents together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Selling Agents may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative Selling Agents may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Selling Agency Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsoffering statements, Prospectuses offering circulars and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses Offering Circulars as the Representative Selling Agents may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersInvestors; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Selling Agents may reasonably request, request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Selling Agents’ legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s Selling Agents’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the UnderwritersSelling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Selling Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Additional Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersSelling Agents.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities such Closing Shares and the Option Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (d) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all reasonable fees, expenses and disbursements relating to the registration or qualification of the such Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that and the fees and expenses of Blue Sky counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rh) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 40,000 for fees and expenses (the “Expense Cap”) including “road show”, diligence and reasonable legal fees and disbursements for Underwriters’ counsel. Additionally, the Representatives shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds in this offering. Such non-accountable expense allowance shall not be deemed included in the aggregateExpense Cap. In the event the Offering is not consummated, a maximum of $40,000 will be payable by the Company for such expenses. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, up to $15,000); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representativesRepresentatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities ADSs to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants such ADSs on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such ADSs under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (includingoffering documents, without limitationRegistration Statements, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; , (h) the costs and expenses of a public relations firm; (ie) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (jf) fees and expenses of the transfer agent Depositary for the Public SecuritiesADSs; (kg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (lh) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents; (j) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (m) Times except that that Company shall only reimburse the Underwriter for the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which this subsection (k) if the Company or gives its designee shall provide within a reasonable time after the Closing Date in prior written consent to such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offeringadvertisements; and (rl) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the OfferingOffering incurred by the Company. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $[ ]of the Underwriter’s actual expenses including but not limited to (a) reasonable clearing charges; (b) travel and out-of pocket expense in connection with the Offering; (c) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (d) cost of due diligence meetings not exceeding $[ ]in the aggregate; and (e) preparation of printed documents for closing and deal mementos with costs not exceeding $[ ]. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that US$[ ]of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable 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 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 the costs of preparing, printing and filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) statement with the Commission; (b) SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all Public Filing System filing necessary fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities in connection therewith and the Shares printing of Common Stock underlying the Representative’s Warrants on the Exchange a sufficient quantity of preliminary and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions final prospectuses as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)request; (fb) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Representative may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities offered under the securities laws of such foreign jurisdictions as designated by the Representative; (d) the fees of counsels and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services. The Company has agreed to reimburse the Representative may reasonably designate; up to one hundred fifty thousand dollars (g$150,000) for its reasonable out-of-pocket expenses in connection with the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; Offering. Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the costs Representative within 10 working days after the execution of preparingthe engagement letter, printing and delivering certificates representing the Public Securitiesas a cash retainer fee; (jii) fees and expenses Fifty Thousand dollars ($50,000) was paid to the Representative upon the public filing of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the OfferingRegistration Statement; and (riii) up Thirty Thousand dollars ($30,000) will be paid to $20,000 the Representative upon the closing of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s Promptly, upon the consummation of the Offering or the earlier termination of the engagement period in accordance with its terms, the Representative will return the balance of any remaining portion of the advances to the extent such monies were not used for reasonable and documented out-of-pocket expenses shall be limited incurred pursuant to a maximum of $147,000 in the aggregateSection 8.3 hereof. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System FINRA filing fees and up to $15,000 for all of the Representative’s expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $15,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm of the Company referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,000125,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 15,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s ; provided, however, that the maximum amount of accountable expenses with respect to subparagraphs (a) through (r) above incurred by the Representative for which the Company will provide reimbursement in the offering shall be limited to a maximum of $147,000 195,000, less the Advance (as such term is defined in the aggregateSection 8.3 hereof). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Representative hereby acknowledges and agrees that any unused portion of the Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $1,500 per individual and $15,000 in the aggregate; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company shall make a payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, . Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones not to exceed $3,500, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00050,000; (qp) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock, Warrants and Units to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s Warrants on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the ExchangeNasdaqCM, the Company expense shall make a be limited to $5,000, which payment of $5,000 shall be made to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company expense shall make be limited to $15,000, which payment shall be made to counsel as follows: a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriters may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for Transfer Agent and the Public SecuritiesWarrant Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request, in an amount request (but not to exceed $2,500 in the aggregate5,000); (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 20,000 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iii) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jiii) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market and on such other stock exchanges as the Company and Representative together determine; (iv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (v) up to $5,000 for commemorative lucite tombstones; (vi) 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 (it being understood that such checks have already been completed with respect to the current Company officers and directors, and that in the event that the Company adds additional senior executive officers prior to the completion of the Offering, the Company will pay up to $5,000 for the expenses and disbursements for the background checks for each such additional senior executive officer); (vii) all other costs and expenses incident to the performance by the Company of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1 including, without limitation, the Company’s “road-show” expenses; (viii) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq National Market or the AMEX, the Company will make a payment by the Company of $5,000 to such counsel at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (ix) the costs and expenses of the financial public relations firm referred to in Section 3.8 hereof, (x) the fees and expenses of the transfer agent for the Public Securities; Common Stock, (kxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.Representative. Cavico Corp. __________________, 2009

General Expenses Related to the Offering. (i) The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) 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 the Public Securities such Closing Shares, Warrant Shares and the Option Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel), it being understood that no such counsel and an additional $5,000 at Closing)fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as to which the Representative may reasonably designateCompany shall have consented in writing; (ge) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ie) the costs of preparing, printing and delivering certificates representing the Public Securities; (jf) fees and expenses of the transfer agent Transfer Agent for the Public SecuritiesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nh) the fees and expenses of the Company’s accountants; (oi) a maximum of $100,000 for necessary, reasonable and documented out-of-pocket fees and expenses of the Underwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rm) up to $20,000 of the Underwriters’ Company’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses For the sake of clarity, it is understood and agreed that the Company shall be limited responsible for the Underwriters’ external counsel legal costs detailed in this Section, irrespective of whether the Offering is consummated or not, subject to a maximum of $147,000 50,000 in the aggregateevent there is not a Closing. Additionally, the Company shall provide the Representative with an expense advance of $25,000, which shall be applied towards out-of-pocket accountable expenses set forth herein, and any portion of such advance shall be returned to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or the Option Closing Datedate of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in and the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) Representatives Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative and the Company may reasonably mutually designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative and the Company may reasonably mutually designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives (pm) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,000; (qn) the $29,500 25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel (such counsel fees and disbursements not to exceed $30,000)); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate[reserved]; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by counsel (such counsel fees and an additional disbursements not to exceed $5,000 at Closing30,000)); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,000; 150,000 (qsuch cap inclusive of counsel fees and disbursements pursuant to clauses (b) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (re) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregatethis Section 3.9.1). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and OTC Bulletin Board or such other stock exchanges as the Company and the Representative Underwriters together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate2,500 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that if the Offering is commenced on the Exchange, Over the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 10,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Underwriters may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary; , (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesShares; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mk) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonesmaterials, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rn) up to $20,000 of 10,000 to cover the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be , including, but not limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if anyto, the expenses set forth herein incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, and at all times thereafter prior and following the effectiveness of the Registration Statement, the Company and its officers, directors and related parties will abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the Company will not, without the prior written consent of the Representatives, make any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be paid by filed with the Company to the UnderwritersCommission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) ADSs with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of the Representative’s FINRA counsel, but only up to $15,000.00); (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such ADSs 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, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Underlying Shares and the ADSs under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the transfer agent for the Public SecuritiesUnderlying Shares and the ADSs; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (li) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nl) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (ql) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-any book building, prospectus tracking and compliance software for the Offering; Offering and (rm) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering of the officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative) and the cost of any aircraft and other transportation chartered in connection with the road show. Notwithstanding the foregoing, the maximum reimbursement of expenses incurred by the Underwriters in connection with the Offering. The aforementioned Representative’s expenses , assuming closing thereof, shall be limited to a maximum of not exceed $147,000 in the aggregate275,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Firm Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate2,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Additional Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Selling Agents together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Selling Agents may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative Selling Agents may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Selling Agency Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsoffering statements, Prospectuses offering circulars and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses Offering Circulars as the Representative Selling Agents may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersInvestors; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Selling Agents may reasonably request, request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Selling Agents’ legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s Selling Agents’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the UnderwritersSelling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Selling Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Additional Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersSelling Agents. The Lead Selling Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth in this Section 4(o) to be paid by the Company to the Selling Agent, less the Advance (as suchterm is defined in Section 9(c) hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Selling Agents pursuant to Section 9 hereof, which states, among other things, that any advance received by the Selling Agents for out-of-pocket accountable expenses will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $1,500 per individual and $15,000 in the aggregate; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company shall make a payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, . Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones not to exceed $3,500, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00050,000; (qp) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $25,000 (the “Advance”) against the Representative’s out-of pocket accountable expenses. Notwithstanding anything to the contrary in this Section 3.10.1, in the event that this Agreement is terminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters through the date of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance, in an aggregate amount not to exceed $200,000 less the Advance previously paid.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System FINRA filing fees and up to $15,000 for all of the Representative’s expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $15,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm of the Company referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $75,000110,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 15,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s ; provided, however, that the maximum amount of accountable expenses with respect to subparagraphs (a) through (r) above incurred by the Representative for which the Company will provide reimbursement in the offering shall be limited to a maximum of $147,000 180,000, less the Advance (as such term is defined in the aggregateSection 8.3 hereof). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Representative hereby acknowledges and agrees that any unused portion of the Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by such counsel and an additional $5,000 at Closingcounsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.6 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesTransfer Agent; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qo) the $29,500 16,000 cost associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $20,000 10,000 of the Underwriters’ actual accountable “road show” expenses for the Offeringoffering that will be credited toward the non-accountable expense allowance in the event the Offering is completed. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing quotation of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange OTCQB and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 3,000 per individual and $20,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that if the Offering is commenced on the Exchange, the Company shall make such fees and expenses will be limited to a maximum payment of $5,000 20,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate1,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00050,000; (qp) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 , less the Advance (as such term is defined in the aggregateSection 8.3 hereof). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof). Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Firm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in and the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants Securities on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the ExchangeNasdaqCM, the Company shall will make a payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Over the Counter Bulletin BoardBoard with the Company’s consent, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; and (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nl) the fees and expenses of the Company’s accountants; and (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qn) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (ro) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Market Select or the NYSE Amex and on such other stock exchanges as the Company and the Representative Aegis together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company shall will make a payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent Transfer Agent for the Public Securitiesshares of Common Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) the costs associated with post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $75,00050,000; (qp) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateoffering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000125,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) $10,000 for data services and communications expenses; (s) up to $20,000 10,000 of the Underwriters’ ThinkEquity’s actual accountable “road show” expenses; and (t) up to $30,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities securities to be sold in the this Offering (including the Option Shares, Conversion Shares and/or Option Warrantsunderwriters’ Over-allotment Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities offered 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 of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (1) if the Offering is commenced on the ExchangeNASDAQ Global Market, the NASDAQ Global Select Market or the NYSE Amex , the Company shall will make a payment of $5,000 to such counsel at Closing, closing or (2) if the Offering offering is commenced on the Over-the-NASDAQ Capital Market or the Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)closing; (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities to be offered in this offering; (ji) fees and expenses of the transfer agent for the Public Securitiessecurities; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with the post-Closing closing advertising the of this Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountantsaccountant; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses expense of the Representative’s legal counsel counsel, not to exceed $75,000; (qp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offeringthis offering; and (rq) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the this Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding the foregoing, our obligations to reimburse the representative for any out of pocket expenses will not exceed $125,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Over-allotment Shares, Conversion Shares and/or Option Warrants) with the Commission; : (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Aegis together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregateof actual costs incurred; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Aegis may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $15,000 to such counsel at Closing or (ii) if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, Nasdaq Capital Market or if the Offering is commenced on the Over-the-Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative Aegis may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Aegis may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (kj) stock transfer and/or anchor stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersAegis; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative Aegis may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,00030,000; (qp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the UnderwritersAegis’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the RepresentativeCompany’s Warrants common stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, if applicable; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on reasonable fees and disbursements of the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities under the securities laws of such foreign Foreign jurisdictions as the Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s counsel and accountants; and (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ph) fees and expenses of including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel not and any counsel to exceed $75,000; (q) any syndicate organized by the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-buildingRepresentative, prospectus tracking and compliance software subject to such counsel presenting reasonably detailed supporting documentation for the Offering; same. For the sake of clarity, it is understood and (r) up to $20,000 of agreed that the Underwriters’ actual accountable “road show” expenses Company shall be responsible for the Offering. The aforementioned above fees and expenses and the Representative’s expenses shall be limited external counsel's and any counsel to the syndicate’s legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject a maximum of $147,000 in the aggregate100,000 whether or not there is a Closing. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwritersunderwriters on the terms herein. Upon the termination of this Agreement, the Company agrees to reimburse XX Xxxxxx for, or otherwise pay and bear, the expenses and fees to be paid and borne by the Company as provided for above and to reimburse XX Xxxxxx for the full amount of its expenses incurred to such date as provided above (which shall include, but shall not be limited to, all fees and disbursements of XX Xxxxxx’x legal counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred by XX Xxxxxx in conducting its due diligence. In addition, the Company shall pay to the Representative a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds that the Company receives in the Offering, including the Over-allotment Option.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the such Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determinedetermine or associated with the review of the Offering by FINRA; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, opinion in all jurisdictions of the Company shall make a payment and its subsidiaries and affiliates, and the reasonable fees and disbursements of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at Closing)filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gd) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering; (he) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nf) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rg) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 300,000 for all accountable fees and expenses incurred by the Underwriters in connection with the aggregateOffering, including “road show,” diligence including directors’ and officers’ background check and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and other professional services and other out-of-pocket expenses. The parties acknowledge that the Company has paid an expense advance to the Representative of $ 30,000(together, the “Advance”) towards the foregoing accountable expense allowance and other expenses from time to time which shall be calculated at Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs and other actually incurred expenses detailed in this section irrespective of whether the Offering is consummated or not and any unearned portions of advances shall be refunded. The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and pursuant to Section 8.3 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, in addition to the aforementioned accountable expenses, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Shares.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident relating to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares such shares of Common Stock underlying the Representative’s and Warrants on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states 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, it being agreed that that, if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter OTC Bulletin Board, such fees and expenses will be limited to a payment by the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and a payment by the Company of an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.5 of this Agreement; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones of approximately $5,000, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall ; the remaining balance will be limited to a maximum of $147,000 in borne by the aggregateUnderwriters. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided the Representative has previously delivered to the Company an adequate accounting of such expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock and Warrants to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; , (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qp) the $29,500 cost associated with the Underwriter’s use of if Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Representatives actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 125,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and on such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $15,000 1,500 per individual and $10,000 in the aggregate; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, Nasdaq Capital Market or if the Offering is commenced on the Over-the-Over the Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, . Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (ml) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,000; (qp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 10,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $25,000 (the “Advance”) against the Representative’s out-of pocket accountable expenses against such expense reimbursement, which shall limited to a maximum of $135,000 in the aggregate. Notwithstanding anything to the contrary in this Section 3.10.1, in the event that this Agreement is terminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters through the date of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance, in an aggregate amount not to exceed $135,000 less the Advance previously paid.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) 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 the Public Securities such Closing Units, Option Shares and the Warrant Shares of Common Stock underlying the Representative’s Warrants on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gc) 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’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (id) the costs of preparing, printing and delivering certificates representing the Public Securities; (je) fees and expenses of the transfer agent Transfer Agent for the Public SecuritiesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pi) fees the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and expenses disbursements relating to background checks of the RepresentativeCompany’s legal counsel officers and directors not to exceed $75,00015,000 in the aggregate; (qk) the $29,500 cost fees and expenses associated with the Underwriter’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (rl) up to $20,000 of the Underwriters’ Company’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein 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 (l) 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 $90,000 in the aggregate in the event of a Closing of the Offering ($15,000 of which has been paid as an advance (the “Advance”) prior to the Execution 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 returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s and Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-theThe-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent Transfer Agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount request not to exceed $2,500 in the aggregate2,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance as such term is defined herein.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrantsif any) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (“DTC”) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors in an amount not to exceed $15,000 in the aggregateentities; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm referred to in section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesCommon Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $75,000125,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of data services and communications expenses; (s) the Underwriters’ Representative’s actual accountable “road show” expenses; and (t) the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the total accountable expenses shall not exceed $150,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel (such fees and disbursement of counsel not to exceed $30,000)); (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate[reserved]; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if and the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement reasonable fees and disbursements of “blue sky” work by counsel (such fees and disbursement of counsel and an additional not to exceed $5,000 at Closing30,000)); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $75,000; 150,000 (qsuch cap inclusive of fees and disbursements of counsel pursuant to clauses (b) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (re) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregatethis Section 3.9.1). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsAdditional Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing quotation of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange OTCQB and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (d) 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 and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin BoardNasdaq Capital Market or on the OTCQB, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the reasonable fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (qo) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in tSection 7.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsSecurities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other any stock exchanges as the Company and the Representative Placement Agent together determine, including any fees charged by the DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative Placement Agent may reasonably designate; (g) the costs of all mailing and printing of the underwriting placement documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwritersagreement with the Placement Agent, Selected Dealers’ Agreement, Underwriters’ Placement Agent’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Placement Agent may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public SecuritiesCommon Shares; (k) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Placement Agent may reasonably request, in an amount not to exceed $2,500 in the aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the RepresentativePlacement Agent’s legal counsel not to exceed $75,000125,000; (qp) the $29,500 cost associated with the UnderwriterPlacement Agent’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $20,000 15,000 of the Underwriters’ Placement Agent’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersPlacement Agent.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable and necessary expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option WarrantsUnits) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Public Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York TimesTimes up to $10,000; (m) up to $2,500 of the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Representatives’ legal counsel not to exceed $75,00050,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Common Stock to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the such Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative Placement Agent together determine; (div) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 10,000 at Closing); (fvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Placement Agent may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting placement documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriterswith the Placement Agent, Selected Dealers’ Agreement, Underwriters’ Placement Agent’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Placement Agent may reasonably deem necessary; (hviii) the costs and expenses of a public relations firm; (iix) the costs of preparing, printing and delivering certificates representing the Public Securities; (jx) fees and expenses of the transfer agent for the Public Securitiesshares of Common Stock; (kxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (lxii) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (mxiii) $2,000 for the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative Placement Agent may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nxiv) the fees and expenses of the Company’s accountants; (oxv) the fees and expenses of the Company’s legal counsel and other agents and representativesthe Placement Agent; (pxvi) fees and expenses of the RepresentativePlacement Agent’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the UnderwriterPlacement Agent’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rxvii) up to $20,000 of the Underwriters’ Placement Agent’s actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersPlacement Agent.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities to be issued and sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRAFINRA and the reasonable disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by FINRA in an amount not to exceed $15,000; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of such Common Stock underlying the Representative’s and Warrants on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states 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, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the ExchangeNasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company shall will make a payment of $5,000 to such counsel at Closing, Closing or (ii) if the Offering is commenced on the Over-the-Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company shall will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for Transfer Agent and the Public SecuritiesWarrant Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 21,775 cost associated with the Underwriter’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregateoffering;. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, any (to the extent not paid at on the Closing Date), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities Closing Shares, Option Shares and Warrant Shares to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System actual FINRA filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities Closing Shares, Option Shares and the Warrant Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determineNYSE MKT; (d) all actual fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $15,000 2,000 per individual and $6,000 in the aggregateaggregate such expenses to be documented prior to being reimbursed; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such securities to be sold hereunder under the “"blue sky” " securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing)); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such securities to be sold hereunder under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the this Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ ' Agreement, Underwriters’ ' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Xxxxxxx may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing any of the Public Securitiessecurities to be sold hereunder; (ji) fees and expenses of the transfer agent for the Public SecuritiesCommon Stock and Warrants; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (nk) the fees and expenses of the Company’s 's accountants; (ol) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; and (pm) the fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and obtaining a regulatory (FDA) compliance software for the Offering; and (r) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offeringletter from appropriate FDA counsel. The aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.