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

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the CommissionCommission and the filing of the offering materials with FINRA; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNASDAQ Capital Market; (ciii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and expenses disbursements of Blue Sky the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (dv) the costs of all mailing and printing of the underwriting placement documents (including, without limitation, including the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwritersblue sky surveys, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneyetc.), 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; (e) the costs and expenses of the Company’s public relations firm; (fvi) the costs of preparing, printing and delivering the Public certificates representing such Shares; (g) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)such Shares; (hvii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (iviii) the fees and expenses of the Company’s accountants; (j) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kix) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of mailing prospectuses counsel to prospective investorsthe Placement Agent, provided, however, that such fees shall not exceed $75,000. The Underwriters may Company has also deduct from the net proceeds of the Offering payable paid $30,000 retainer to the Company on the Closing Dateyou for out-of-pocket-accountable expenses, or each Option Closing Date, if any, the expenses including those set forth herein to be paid by the Company to the Underwritersabove.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwritersfees and expenses of the Representatives’ costs of mailing prospectuses to prospective investorsclearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and the fees and expenses pursuant to the Preferred Stock Agency Agreement); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; and (m) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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 necessarydesignate; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Units, Option Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Public SharesSecurities; (ge) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (l) the fees and expenses of the Underwriter’s legal counsel and (m) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all 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 clauses (j)(k) and (l) of this Section 4.6(d), , which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date) and a maximum of $50,000 in the event there is not a Closing. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (m) the Underwriters’ costs use of mailing prospectuses to prospective investorsi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares the shares of Common Stock included in the Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrant Agreement, the Warrant, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gh) fees and expenses of the Transfer transfer agent for the shares of Common Stock and the Preferred Stock and the Warrant Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Warrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (k) the costs associated with bound volumes of the public offering materials, 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; (l) the fees and expenses of the Company’s accountants; (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kn) the Underwriters’ costs fees and expenses of mailing prospectuses the Representative’s legal counsel not to prospective investorsexceed $50,000. Notwithstanding 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 not exceed $72,000 in the aggregate, including but not limited to the legal fees of the Representative’s legal counsel. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Shares 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, and the reasonable fees and expenses disbursements of Blue Sky the Company’s “blue sky” counsel), which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (if) the fees and expenses of the Company’s accountants; and (jg) the a maximum of $150,000 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 CompanyOffering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel and other agents and representatives; costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (k) the Underwriters’ costs of mailing prospectuses to prospective investors“Advance”). The Underwriters Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (m) the Underwriters’ costs use of mailing prospectuses to prospective investorsi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all accountable expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, in aggregate: (ai) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the CommissionCommission and the filing of the offering materials with FINRA; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNASDAQ Capital Market; (ciii) all fees, expenses and disbursements relating to due diligence and to background checks of the Company’s officers and directors of up to $25,000; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and expenses disbursements of Blue Sky the Underwriter’s counsel), it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering; (dv) out of pocket travel and road show expenses and the costs of all mailing and printing of the underwriting placement documents (including, without limitation, including the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwritersblue sky surveys, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneyetc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessarynecessary of up to $30,000; (e) the costs and expenses of the Company’s public relations firm; (fvi) the costs of preparing, printing and delivering the Public certificates representing such Shares; (g) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)such Shares; (hvii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (iviii) the fees and expenses of the Company’s accountants; (j) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kix) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as the Underwriter may reasonably request. All of mailing prospectuses the foregoing fees must be fully accountable in order to prospective investorsbe reimbursed. In addition, the Company agrees to be responsible for the legal fees of counsel to the Representative, provided, however, that such fees shall not exceed $50,000 plus approved accountable expenses of up to $5,000. No advances towards out of pocket expenses have been paid and, in the event any advances are paid, the same shall be returned to the extent that they are not actually incurred in accordance with FINRA rules. The Underwriters may also deduct from foregoing expense reimbursements in no way limits or impairs the net proceeds indemnification and contribution provisions of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersthis Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System public filing system filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Public the 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, and the fees and expenses of Blue Sky counsel)designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s a public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public Shares; (gi) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing common shares of any instruction letter delivered by the Company); (hj) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) fees and expenses of the Representative’s Counsel and (n) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriters’ costs actual accountable “road show” expenses for the Offering, with all of mailing prospectuses the Underwriters’ out-of-pocket expenses under sub-sections 3.10.3 (d), (m), (n) and (p) not to prospective investorsexceed $125,000. The Underwriters $50,000 advance previously paid to the Representative (the “Advance”) shall be applied towards the out-of-pocket expenses set forth in sub-section 3.10.3(p) and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineMarket; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm, if any; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and the fees and expenses pursuant to the Warrant Agency Agreement); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) expenses of the Underwriters’ costs use of mailing prospectuses to prospective investorsi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (l) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (gf) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the cost for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (o) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from Underwriters’ expenses under clauses (k) through (o) shall not exceed in the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersaggregate $125,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Units and Option Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing the Firm Shares and Option Shares and the Common Stock underlying the Firm Warrants and Option Warrants on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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, and the fees and expenses of Blue Sky counsel); (de) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent transfer and warrant agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock and Warrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ko) the Underwriters’ costs fees and expenses of mailing prospectuses the Underwriter’s legal counsel not to prospective investorsexceed $75,000 (less the $25,000 advance paid pursuant to that certain engagement letter, dated October 21, 2014, by and between the Company and the Representative, provided that any portion of the advance not utilized shall be returned); and (l) up to $12,500 for the Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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(c) hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Units, Option Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Public SharesSecurities; (ge) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (l) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all 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 $100,000 in the aggregate in the event of a Closing ($5,000 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (fe) the costs of preparing, printing and delivering the Public SharesSecurities; (gf) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyCompany and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kj) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm, if any; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) [reserved]; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwriters’ costs fees and expenses of mailing prospectuses to prospective investorsthe Representative’s clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the expenses for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors which background checks shall be authorized by the Company; and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; . In addition to the aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $50,000 (kinclusive of $20,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual expenses in the Offering) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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, 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 Blue Sky counselThe NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE Amex, the Company shall 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 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); (df) 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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 $5,000; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds fees and expenses of the Offering payable Underwriter’s legal counsel not to exceed $25,000; (q) the Company on $21,775 cost associated with the Closing DateUnderwriter’s use of Ipreo’s book-building, or each Option Closing Date, if any, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Underwriter’s actual accountable “road show” expenses set forth herein to be paid by the Company to the Underwriters.for the

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading 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; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $1,000 per individual and $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such Public 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 either the Nasdaq 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the 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; (eh) the costs and expenses of the Company’s public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Shares; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (il) 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 in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) the Underwriters’ costs $20,000 cost associated with the Underwriter’s use of mailing prospectuses Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to prospective investors$20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and but excluding the fees and expenses of Blue Sky “blue sky” counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Securities; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market NASDAQ Capital Market, and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or registration, qualification of such Public Shares under the “blue sky” securities laws of such states and other jurisdictions; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as and the Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firmfirm referred to in Section 3.7 hereof; (fg) the costs of preparing, printing and delivering certificates representing the Public Shares; (gh) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Shares; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the costs associated with post-Closing advertising of the offering in the national editions of the Wall Street Journal and the New York Times, (k) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (l) the fees and expenses of the Company’s accountants; and (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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 the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 at Closing to counsel designated by the Representative, 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) fees and expenses of the Representative’s legal counsel; (q) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) the Underwriters’ costs of mailing prospectuses to prospective investorsactual accountable “road show” expenses for the Offering. The Company shall reimburse the Underwriters for the expenses set forth in subparagraphs (d), (l), (m), (p), (q) and (r), but not for more than an aggregate of $125,000. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; determine in good faith; (c) all fees, expenses expenses, and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel); fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys “blue sky” surveys and, if appropriate, any Agreement Among agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; necessary; (e) the costs cost and expenses expense of the Company’s public relations firm; firm referred to in Section 4.20 of this Agreement; (f) the costs of preparing, printing printing, and delivering the Public Shares; Securities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (i) the fees and expenses of the Company’s accountants; accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (k) the Underwriters’ documented costs of mailing prospectuses to prospective investorsinvestors; (l) all fees, expenses, and disbursements relating to background checks of the Company’s officers and directors; (m) the documented fees and expenses associated with the Underwriters’ use of the i-Deal system and Net Roadshow; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all documented 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 UnderwritersUnderwriters; provided, however, that all such costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) 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 $200,000 in the aggregate if the Offering is not closed. This $200,000 amount shall be inclusive of the $10,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares the shares of Common Stock on the Trading Nasdaq Capital Market and such other stock exchanges as the Company and the Representative Underwriter together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Public the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate designate; (including, without limitation, e) all filing and registration fees, expenses and disbursements relating to the fees and expenses registration, qualification or exemption of Blue Sky counsel)the Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (eg) the costs and expenses of the Company’s its public relations firm, if any; (fh) the costs of preparing, printing and delivering certificates representing the Public Shares; (g) Shares and fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwriters’ costs of mailing prospectuses to prospective investorsCompany’s actual “road show” expenses for the Offering. The Underwriters may also Representative has the right, upon delivery to the Company of bona fide receipts, to deduct from the net proceeds of the Offering payable any advance made by the Underwriter to the Company on the Closing Date, or each Option Closing Date, if any, pay for the expenses set forth herein to be paid by of the Company to the UnderwritersCompany.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) . In addition to the Underwriters’ aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses, expenses in the approximate amount of $5,000 relating to background checks of the Company’s officers and directors, which shall be paid by the Company directly to the service provider, and the reasonable fees, costs and disbursements of mailing prospectuses to prospective investors. The Underwriters may also deduct its legal counsel, which shall be limited to, in the aggregate, $55,000 by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the each Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Amended and Restated Underwriting Agreement, any Blue Sky Surveys Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) up to $12,900 with respect to the fees and expenses of the Representative’s clearing firm; the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (l) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Public Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, 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 Prospectuses, and Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary Prospectuses and final Prospectuses Prospectus Supplements as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Public Shares; (ge) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) and up to $60,000 for the fees and expenses of Gracin & Mxxxxx, LLP. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) up to $12,900 with respect to the fees and expenses of the Representative’s clearing firm; (m) the expenses of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 all fees and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all the preparation, printing, filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering mailing (including the Option Sharespayment of postage with respect to such mailing) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to Registration Statement, the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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 feesSale Preliminary Prospectus, and the fees final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) filing fees, costs and expenses of Blue Sky counsel(excluding the Representatives counsel fees) incurred in registering the Offering with FINRA (including all COBRADesk fees); (div) fees and disbursements of the transfer and warrant agent; (v) the costs preparation and delivery of all mailing transaction lucite cubes or similar commemorative items in a style and printing of quantity as reasonably requested by 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 necessaryRepresentatives; (evi) the all costs and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s public relations firm; (f) the costs of preparingmanagement to meet with prospective investors, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, including without limitation, any fees required for same-day processing of any instruction letter delivered all travel, food and lodging expenses associated with such trips incurred by the Company)Company or such management; and (hvi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company all other reasonable costs and expenses incident to the Underwriters; (i) the fees and expenses performance of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investorsits obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Underwriters Representatives may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein above (which shall be mutually agreed upon between the Company and the Representatives prior to Closing) to be paid by the Company to the UnderwritersRepresentatives and others. If the Offering is not consummated for any reason whatsoever, then the Company shall reimburse the Representatives in full for their respective out of pocket accountable expenses actually incurred through such date, less the Advance, including, without limitation, fees of counsel to the Representatives (which legal fees shall not exceed $150,000). If the Offering is not completed for any reason, BMC shall return such portion of the Advance that exceeds the Representatives’ actual accountable out of pocket expenses incurred.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (gf) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the cost for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (o) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from Underwriters’ expenses under clauses (k) through (o) shall not exceed in the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersaggregate $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) Securities with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company FINRA (and the Representative together determinereasonable fees of FINRA counsel, but only up to $15,000); (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the reasonable fees and expenses disbursements of Blue Sky “blue sky” counsel, but only up to $30,000); (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparingpreparation, printing and delivering delivery to the Public SharesUnderwriters of copies of each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto; (g) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ 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 other fifty percent (50%)). 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 mailing prospectuses to prospective investorstheir counsel, stock transfer taxes on resale of any of the Public Securities by them, and any advertising expenses connected with any offers they may make. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesAdditional Securities) with the Commission; (b) all FINRA Public Offering 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 such Closing Shares and Option Shares Public Securities on the Trading Market OTCQB and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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 the Offering is commenced on the Nasdaq 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 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) 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; (eh) the costs and expenses of the Company’s public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) the costs associated with commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (jn) the reasonable fees and expenses of the Company’s legal counsel and other agents and representatives; (ko) the $21,775 cost associated with the Underwriters’ costs use of mailing prospectuses Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to prospective investors$20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (g) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the CommissionCommission and the filing of the offering materials with FINRA; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNASDAQ Capital Market; (ciii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and expenses disbursements of Blue Sky the Underwriter’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (dv) the costs of all mailing and printing of the underwriting placement documents (including, without limitation, including the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwritersblue sky surveys, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneyetc.), 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; (e) the costs and expenses of the Company’s public relations firm; (fvi) the costs of preparing, printing and delivering the Public certificates representing such Shares; (g) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)such Shares; (hvii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (iviii) the fees and expenses of the Company’s accountants; (j) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kix) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as the Underwriter may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable counsel to the Company on Underwriter, provided, however, that such fees shall not exceed $50,000 plus approved accountable expenses. No advances towards out of pocket expenses have been paid and, in the Closing Date, or each Option Closing Date, if anyevent any advances are paid, the expenses set forth herein to same shall be paid by the Company returned to the Underwritersextent that they are not actually incurred in accordance with FINRA rules.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the this Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and on such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares Securities offered 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, and the reasonable fees and expenses of Blue Sky “blue sky” counsel); (de) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s its public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities to be offered in this offering; (gi) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)securities; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (ik) the fees and expenses of the Company’s accountantsaccountant; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (km) up to $100,000 of the out of pocket expenses incurred by the Underwriters including up to $60,000 for legal fees of counsel to the Underwriters’ costs , up to $20,000 for IPREO software related expenses, $3,000 for background check expenses, $2,000 for tombstones and up to $15,000 in marketing related expenses, including road show expenses if they are incurred. Notwithstanding the foregoing, any advance received by the Underwriters will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of mailing prospectuses Representative Counsel) up to prospective investors$75,000 and upon demand the Company shall pay the full amount thereof to the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; . In addition to the aforementioned expenses of the Company, the Company will also reimburse the Representative for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $75,000 (kinclusive of $15,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual expenses in the Offering) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, . All reasonable background checks for the expenses set forth herein to Company’s senior management run by the Representative shall be paid reimbursed by the Company by deduction from the net proceeds of the Offering payable to the UnderwritersCompany on the Closing Date, separate and apart from the aforementioned expense reimbursements.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in Securities and the Offering (including the Option Shares) with Representative’s Securitieswith the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gj) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)and Warrant Agent; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) 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 $15,000 of the Underwriters’ costs of mailing prospectuses to prospective investorsactual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; FINRA and all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees Exhibit 1.1 and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwriters’ costs fees and expenses of mailing prospectuses to prospective investorsthe Representative’s clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the expenses of the Underwriters’ costs use of mailing prospectuses to prospective investorsi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (l) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (other than counsel to the Representative which shall be covered by Section 4.5(b)); (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) the Underwriters’ actual “road show” expenses for the Offering; and (n) fees, expenses and disbursements of Underwriters relating to background checks of the Company’s officers and directors (provided that expenses in clause (l), (m) and (n) herein shall not exceed $2,000 in the aggregate). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The he Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) up to $75,000 for the fees and expenses of Representative Counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company Each Selling Stockholder hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Selling Stockholders and/or the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (cd) all actual and reasonable documented fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the reasonable and documented costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company Selling Stockholders to the Underwriters; (ij) the reasonable and documented fees and expenses of the Company’s accountants; (jk) the reasonable and documented fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwritersfees and expenses of the Representatives’ costs of mailing prospectuses to prospective investorsclearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company Selling Stockholders on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company Selling Stockholders to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering with the Commission (including the Option Shares) with the Commission); (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representative Representatives may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $100,000 for the fees and expenses of EGS; (n) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (p) the costs associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (q) the costs associated with the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Warrant Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares the 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, and the reasonable fees and expenses disbursements of Blue Sky the Company’s “blue sky” counsel, which will be the Representative’s counsel), it being understood that no such fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (e) 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (gf) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the a maximum of $100,000 for necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativescounsel; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) the Company’s actual “road show” expenses for the Offering. For the sake of clarity, it is understood and agreed that the Company shall be 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 $50,000 in the event 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 Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or each Option Closing Datethe date 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering with the Commission (including the Option Shares) with the Commission); (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) up to $75,000 for the fees and expenses of EGS. For avoidance of doubt, the maximum amount of legal fees, costs and expenses incurred by the Representative that the Company shall be responsible for shall not exceed $75,000. The Underwriters may shall also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Amended and Restated Underwriting Agreement, any Blue Sky Surveys Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (g) the costs of preparing, printing and delivering the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ reasonable and documented “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the this Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and on such other stock exchanges as the Company and the Representative Representatives together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares Securities offered 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, and the reasonable fees and expenses of Blue Sky “blue sky” counsel); (de) 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 Representatives may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (eg) the costs and expenses of the Company’s its public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities to be offered in this offering; (gi) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)securities; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentatives; (ik) the fees and expenses of the Company’s accountantsaccountant; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (km) the Underwritersfees and expense of the Representatives’ costs of mailing prospectuses legal counsel, not to prospective investorsexceed $50,000. The Underwriters Representatives may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, 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. Notwithstanding the foregoing, our obligations to reimburse the Representatives for any out of pocket expenses will not exceed $50,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the Public Shares 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, and the reasonable fees and disbursements of “blue sky” counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of Blue Sky counsel$25,000 to such counsel at Closing); (de) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kl) the Underwriters’ costs fees and expenses of mailing prospectuses the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses) not to prospective investorsexceed a total of $225,000 (less amounts previously advanced, provided that any portion of the advance not utilized shall be returned). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each any Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); and (h) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determinedetermine in good faith; (c) all fees, expenses expenses, and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys “blue sky” surveys and, if appropriate, any Agreement Among agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs cost and expenses expense of the Company’s public relations firmfirm referred to in Section 4.20 of this Agreement; (f) the costs of preparing, printing printing, and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ documented 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 documented fees and expenses associated with the Underwriters’ use of the i-Deal system and Net Roadshow; and (n) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all documented 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 4.06(d), including those referenced in clauses (m) and (n) 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 $200,000 in the aggregate if the Offering is not closed. This $200,000 amount shall be inclusive of the $10,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the this Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and on such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares Securities offered 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, and the reasonable fees and expenses of Blue Sky “blue sky” counsel); (de) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s its public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities to be offered in this offering; (gi) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)securities; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (; (; (ik) the fees and expenses of the Company’s accountantsaccountant; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) the Underwriters’ costs fees and expense of mailing prospectuses the Representative’s legal counsel, not to prospective investorsexceed $50,000; and (n) the $8,000 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for this offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, 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. Notwithstanding the foregoing, our obligations to reimburse the representative for any out of pocket expenses will not exceed $58,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all the costs of preparing, printing and filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) 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 Representative may reasonably request; (b) all FINRA Public Offering Filing System fees associated with the review costs of the Offering by FINRA; all fees preparing, printing and expenses relating to the listing of delivering exhibits thereto, in such Closing Shares and Option Shares on the Trading Market and such other stock exchanges quantities as the Company and the Representative together determinemay reasonably request; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Public Shares securities offered under the “blue sky” securities laws of such states and other foreign jurisdictions as designated by the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel)Representative; (d) the costs fees of all mailing counsels and printing of accountants for the underwriting documents (includingCompany, without limitation, the Underwriting Agreement, including fees associated with 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 necessaryblue sky filings where applicable; (e) the costs and expenses of fees associated with the Company’s public relations firmtransfer agent; and (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxesfees, if anynecessary, payable upon associated with translation services. The Company has agreed to reimburse the transfer of securities from Representative up to one hundred fifty thousand dollars ($150,000) for its reasonable out-of-pocket expenses in connection with the Company to the Underwriters; Offering. Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the fees and expenses Representative within 10 working days after the execution of the Company’s accountantsengagement letter, as a cash retainer fee; (jii) Fifty Thousand dollars ($50,000) was paid to the fees and expenses Representative upon the public filing of the Company’s legal counsel Registration Statement; and other agents (iii) Thirty Thousand dollars ($30,000) will be paid to the Representative 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 Representative will return the balance of any remaining portion of the advances to the extent such monies were not used for reasonable and representatives; (k) the Underwriters’ costs of mailing prospectuses documented out-of-pocket expenses incurred pursuant to prospective investorsSection 8.3 hereof. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the reasonable fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; and (m) up to $100,000 for the fees and expenses of EGS. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public Shares; (gh) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; and (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the Public Shares 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, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of Blue Sky counsel)the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Common Stock; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the fees and expenses of the Underwriters’ costs legal counsel in the amount not to exceed $125,000 (provided, however, the Company shall receive a credit in the amount of mailing prospectuses $85,000 towards such legal fees and expenses which credit shall be reflected at closing of this Offering), (m) up to prospective investors$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). (less amounts previously advanced, provided that any portion of the advance not utilized shall be returned). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each any Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the if any), provided, however, that a budget for “blue sky” fees and expenses of Blue Sky counsel)shall be pre-approved in writing by the Company; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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 may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public SharesSecurities; (g) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors. The Underwriters may also deduct from ; and (l) other reasonable out-of-pocket expenses of the net Representative incurred as a result of performing its services in connection with the Offering, subject to presentation of appropriate documentations evidencing such out-of-pocket expenses, which amount shall not exceed a maximum of 1% of the gross proceeds of the Offering Offering. The Company has paid the Representative monthly retainer fees in the aggregate amount of [$90,000] (the “Advance”). The Advance paid will be credited against underwriting discounts and commissions payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersRepresentative hereunder.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ed) the costs and expenses of the Company’s public relations firm; (fe) the costs of preparing, printing and delivering the Public Shares; (gf) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (l) up to $100,000 for the fees and expenses of Representative’s legal counsel; (m) 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 (n) up to $35,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) ADSs with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company FINRA (and the Representative together determinereasonable fees of the Representative’s FINRA counsel, but only up to $15,000.00); (c) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares ADSs 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, and the fees and expenses of Blue Sky counsel); (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Underlying Shares and the ADSs under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) 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; (ef) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent transfer agent for the Public Underlying Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by and the Company)ADSs; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (i) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs cost associated with the use of mailing prospectuses to prospective investorsany book building, prospectus tracking and compliance software for the Offering and (m) the 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, assuming closing thereof, shall not exceed $275,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Public the 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, and the fees and expenses of Blue Sky counsel)designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Surveys Surveys, if any, and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (eg) the costs and expenses of any public or investor relations firm the Company’s public relations firmCompany may, in its discretion, select; (fh) the costs of preparing, printing and delivering certificates representing the Public Shares; (gi) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)Agent; (hj) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) fees and expenses of the Representative’s Counsel not to exceed $100,000; (n) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (o) the cost of commemorative mementos and Lucite tombstones relating the transactions contemplated hereby and (p) the Underwriters’ costs actual accountable “road show” expenses for the Offering, with all of mailing prospectuses the Underwriters’ out-of-pocket expenses under sub-sections 3.8.3(d), (m)-(p) not to prospective investorsexceed $125,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel)designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) up to $10,000 with respect to the fees and expenses of Representative’s clearing firm; (n) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (o) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option the 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 Public Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representative Selling Agents together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such Public the Shares under the “blue sky” securities laws of such states and other foreign 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Shares; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersInvestors; (il) 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 Selling Agents may reasonably request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) fees and expenses of the Selling Agents’ legal counsel not to exceed $75,000; (q) the Underwriters$29,500 cost associated with the Selling Agents’ costs use of mailing prospectuses Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to prospective investors$20,000 of the Selling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. The Underwriters Selling Agents may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option the 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Public Shares 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, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Public SharesSecurities; (gh) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-same day processing of any instruction letter delivered by the Company); (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the fees and expenses of EGS; (n) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (o) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (p) up to $20,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (q) the Underwriters’ actual “road show” expenses for the Offering, provided, however, the Company’s liability for the expenses incurred under clauses (b), (d), (e), (l), (m), (n), (o), (p) and (q), if any, shall not exceed $75,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public the 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, and the reasonable fees and expenses disbursements of Blue Sky the Company’s “blue sky” counsel, which will be the Representative’s counsel), it being understood that no such fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (e) 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; accountants and (j) the fees and expenses for necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativesup to a maximum amount of $50,000; (k) 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 associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Company’s actual “road show” expenses for the Offering. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ external counsel legal costs detailed in this Section, irrespective of whether the Offering is consummated, up to a maximum of $25,000, in the event there is not a Closing. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or each Option Closing Datethe date 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 each Option the 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 Public Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representative Selling Agents together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such Public the Shares under the “blue sky” securities laws of such states and other foreign 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 the fees and expenses of Blue Sky counselan additional $5,000 at Closing); (df) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Shares; (gj) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersInvestors; (il) 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 Selling Agents may reasonably request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) fees and expenses of the Selling Agents’ legal counsel not to exceed $75,000; (q) the Underwriters$29,500 cost associated with the Selling Agents’ costs use of mailing prospectuses Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to prospective investors$20,000 of the Selling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. The Underwriters Selling Agents may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option the 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counselcounsel in an amount not to exceed $5,000); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), The Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the fees and expenses for the Underwriters’ costs use of mailing prospectuses to prospective investorsi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (m) the fees and expenses for the Underwriters’ actual and documented reasonably incurred “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares shares of Common Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Shares 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, and the reasonable fees and expenses disbursements of Blue Sky “blue sky” counsel, it being agreed that if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (df) 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, Agreement and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of AttorneySurveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public SharesSecurities; (gi) fees and expenses of the Transfer Agent transfer agent for the Public Shares (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company)Common Stock; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) 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 not to exceed $18,225; (l) the fees and expenses of the Company’s accountants; (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kn) the Underwriters’ costs reasonable fees and expenses of mailing prospectuses the Underwriter’s legal counsel (which are limited to prospective investorsthose fees and expenses in connection with the FINRA filing) not to exceed $25,000; (o) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Firm Shares and Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Public 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, and the fees and expenses of Blue Sky counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys Agreement and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Public SharesSecurities; (ge) fees and expenses of the Transfer Agent for the Public Shares Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (j) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (k) the Underwriters’ costs fees and expenses of mailing prospectuses to prospective investorsthe Underwriter’s legal counsel and (l) the Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all 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 Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date) and a maximum of $40,000 in the event there is not a Closing. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).