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 any Option Closing Date, as the case may be, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as follows: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and all fees and expenses relating to the listing of the Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, (c) 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 $30,000 in the aggregate, (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), (e) 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 Company and the Representative may reasonably designate, (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, (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, (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, (n) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering. Any expenses, other than the payment to be made pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock and Warrants on the Shares Exchange and on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the The NASDAQ Global Market, The NASDAQ Global Select Market or the New York Stock Exchange, 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, the NYSE MKT or 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, and the Warrant Agent; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) up to $2,500 for the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) fees and expenses of the Representative’s legal counsel not to exceed $16,000 75,000; (p) $29,500 for cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause the Underwriters, less the Advance (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedas such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Exchange, the NYSE American 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock and the Preferred Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause the Underwriters, less the Advance (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedas such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (bii) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ the Nasdaq and such other stock exchanges as the Company and the Representative together determine, ; (ciii) 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 $30,000 in the aggregate, individual; (div) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,0005,000 on the Closing Date), ; (ev) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire agreement and related Powers power of Attorneyattorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, (gvii) the costs and expenses of the any public relations firm referred to in Section 3.6 hereof, firm; (hviii) the costs of preparing, printing and delivering certificates representing the Shares, ; (iix) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (jx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kxi) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (lxii) the fees and expenses of the Company’s accountants, ; (mxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (nxiv) the $16,000 cost associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and ; (oxv) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. Any expenses, other than All relevant expenses incurred by the payment to Underwriters in item (xv) of this Section 3.6.1 will be made pursuant to clause (d) above, shall be subject to prior approval of borne by the Company, which approval shall not up to but no more than $10,000; the remaining balance will be unreasonably withheldborne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, conditioned or delayedthe 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 any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on the NASDAQ and Capital Market or such other stock exchanges as the Company and the Representative Underwriters 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 2,500 per individual and $30,000 in the aggregate, individual; (de) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,00010,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriters may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (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 Underwriters may reasonably request, ; (l) the fees and expenses of the Company’s accountants, ; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; and (n) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of to cover the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, including, but not limited to, the expenses incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Any Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, other than including, without limitation, the payment to be made pursuant to clause (d) above, shall be subject to prior approval costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, which approval shall not and at all times thereafter prior and following the effectiveness of the Registration Statement, the Company and its officers, directors and related parties will abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the Company will not, without the prior written consent of the Representatives, make any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be unreasonably withheld, conditioned or delayedfiled with the Commission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on the NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Underwriter together determine, ; (c) 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 $30,000 in the aggregate, individual; (d) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000counsel), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriter may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriter may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, ; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, Agent; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (k) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (1) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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 Underwriter may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, ; and (op) up to $10,000 of the Representative’s Xxxxxx’x actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering with the Commission, ; (bii) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (iii) all fees and expenses relating to the listing of such Listed Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine, ; (civ) 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 or $30,000 20,000 in the aggregate, ; (dv) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel counsel, it being agreed that such fees and expenses will be limited to a payment of up to $5,0005,000 to such counsel on the Closing Date), ; (evi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company Underwriter and the Representative Company may reasonably designateagree, provided that such fees and expenses payable to counsel in connection therewith shall not exceed $5,000, payable on the Closing Date; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (gviii) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, Public Relations Firm; (hix) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ix) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Stock; (jxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xii) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times, not to exceed $5,000 in the aggregate; (kxiii) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, ; (lxiv) the fees and expenses of the Company’s accountants, ; (mxv) the all fees and expenses of the Company’s legal counsel and other agents and representatives, Underwriter Counsel not to exceed $25,000; (nxvi) the $16,000 20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (oxvii) up to $10,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriter. Amounts due under this Section 3.10.1 shall be reduced by the amount of the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on NASDAQ the 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, (c) 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 $30,000 in the aggregate, ; (d) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriter may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, firm; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (k) 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; (l) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing in such quantities as the Representative Underwriter may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the $16,000 20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (op) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, (k) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) $3,000 for the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, and ; (or) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show” ”, (s) up to $30,000 of the Underwriter’s market making and trading, and clearing firm settlement expenses for the Offering. Any expenses, other than ; (t) the payment to be made pursuant to clause (d) above, shall be subject to prior approval fees and expenses of the Company’s legal counsel and other agents and representatives; and (u) the fees and expenses of the Underwriter’s legal counsel not to exceed $125,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, which approval shall not or the Option Closing Date, if any, the expenses set forth herein to be unreasonably withheld, conditioned or delayedpaid 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 any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 3,000 per individual and $30,000 20,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on any of The NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE MKT, the Company shall pay actual expenses up to a maximum payment of $5,0005,000 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), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will 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 $1,000; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (p) the $16,000 21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause the Underwriters, less the Advance (d) aboveas such term is defined in Section 8.3 hereof). Except as provided for in this Agreement, the Underwriters shall be subject to prior approval bear the costs and expenses incurred by them in connection with the sale of the Company, which approval shall not be unreasonably withheld, conditioned or delayedFirm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk FINRA Public Offering filing fees associated with the review of the Offering by FINRA and fees; (c) all fees and expenses relating to the listing of the Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, (c) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in equity or equity-linked securities on an amount not to exceed $5,000 per individual and $30,000 in the aggregate, Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities and the Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel up to $5,000)counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, Offering documents; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters, ; and (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, (lh) the fees and expenses of the Company’s accountants, (m) . The Representative may deduct from the fees and expenses net proceeds of the Company’s legal counsel and other agents and representativesOffering payable to the Company on the Closing Date, (n) or the $16,000 cost associated with Option Closing Date, if any, the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering. Any expenses, other than the payment set forth herein to be made 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 clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Securities, the Warrant Shares and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer transfer agent for the shares of Common Stock and the Warrant Agent referred to in Section 3.15 hereof, for the Warrants; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $3,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; (r) $10,000 for data services and communications expenses; and (os) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any each Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering (including the Option Securities) with the Commission, ; (b) all COBRADesk filing FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Closing Shares, Option Shares, Closing Warrants, Option Warrants, Closing Warrant Shares, and Option Warrant Shares on NASDAQ the Trading Market and such other stock exchanges as the Company and the Representative together determine, ; (c) 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 $30,000 in the aggregate, (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel up to $5,000counsel, 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; (ed) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Securities under the securities laws of such foreign jurisdictions as to which the Company and the Representative may reasonably designate, shall have consented in writing; (fe) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (he) the costs of preparing, printing and delivering certificates representing the Shares, Securities; (if) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereoffor the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (jg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, (lh) the fees and expenses of the Company’s accountants; (i) necessary, (m) the 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 representatives, in connection with the Offering in a maximum amount of $150,000; (nj) the Underwriters’ costs of mailing prospectuses to prospective investors in connection with the Offering; and (k) a maximum of $16,000 cost 2,500 for the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (oor other similar software) up to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering. Any 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 4.6(d), irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event there is not a Closing. Also, if a Closing occurs, one percent (1%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the date of the Closing, or the 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; provided, however, that all costs and expenses pursuant to this Section 4.6(d) that are incurred by the Underwriters in connection with the Offering and for which the Company shall be responsible, other than the payment to be made pursuant to fees and expenses described in clause (dk) above, shall be subject to prior approval not exceed $150,000, in the aggregate, in the event of a Closing of the Company, which approval shall not be unreasonably withheld, conditioned or delayedOffering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Ordinary Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 2,000 per individual and $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000counsel), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as designated by the Company and the Representative may reasonably designate, Underwriters; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Ordinary Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with the bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite tombstones, each of which lucite tombstones in an amount not to exceed $2,500 in the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request, aggregate; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, offering (or any other road show related software or program) in an amount not to exceed $25,000 in the aggregate; and (oq) up to $10,000 of the Representativerepresentative’s actual accountable “road show” expenses for in an amount not to exceed $35,000 in the Offeringaggregate. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of Public Securities, the Public Securities Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Representative’s Securities Warrant Shares to be issued and sold in the Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the Offered Shares, the Conversion Shares and Warrant Shares on NASDAQ the NasdaqCM and on 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (i) if the Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE AMEX, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on the NasdaqCM or Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and Warrant Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of the Public Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite tombstoneslucite tombstones not to exceed $5,000, 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, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $16,000 25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to clause (d) above, Section 8.3 hereof. All expenses to be reimbursed shall be subject to prior approval so requested in writing, with evidence of the Company, which approval shall not be unreasonably withheld, conditioned or delayedincurrence of same.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock and Warrants on the Shares on NASDAQ 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 or $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the OTCQB Marketplace, the Company shall make a payment of $10,000 to such counsel up to upon the commencement of “blue sky” work by such counsel and an additional $5,00010,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, ; (h) the costs of preparing, printing and delivering certificates representing the Shares, Securities; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, ; (ml) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (m) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000; (n) the $16,000 21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (o) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of the Public Securities and to be sold in the Representative’s Securities Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on NASDAQ the 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Public Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $2,500 in the aggregate; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe aforementioned Representative’s expenses shall be limited to a maximum of $147,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) filing fees, costs and expenses (including fees and disbursements for the Representative’s Securities with the Commission, (bcounsel up to a maximum of $15,000) all COBRADesk filing fees associated with the review of incurred in registering the Offering by FINRA and with FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ and such other stock exchanges as the Company and the Representative Underwriters together determine, ; (c) 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 $30,000 ____ in the aggregate, ; (d) if the Shares are not listed on NASDAQ, all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, fees and the reasonable fees and disbursements of “blue sky” counsel up selected by the Representative, it being agreed that the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriters may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, 3.7; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (k) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and the New York Times; (l) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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 Underwriters may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the up to $16,000 cost associated with for the Underwriters use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, ; and (op) up to $10,000 of for the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk actual Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 2,000 per individual and with a $30,000 in the aggregate, 15,000 cap; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the NASDAQ Global Market, the NASDAQ Global Select Market or the NYSE MKT, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on the NASDAQ Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $1,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000, (nq) the $16,000 21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made 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 clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on NASDAQ and such other stock exchanges as the Company and the Representative Representatives 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 $30,000 5,900 in the aggregate, (de) the reasonable fees and disbursements of the Underwriters’ counsel up to a maximum of $107,000 (but will not exceed on the actual fees and disbursements of such counsel in connection with the Offering), (f) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), the Underwriter’s counsel; (e) 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 Company and the Representative may reasonably designate, (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary Preliminary Prospectuses and final prospectuses Prospectuses as the Representative Representatives may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (k) the fees and expenses of the Company’s accountants; (l) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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 Representatives may reasonably request, (l) the fees and expenses of the Company’s accountants, (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (nm) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the OfferingOffering up to a maximum of $17,100; and (n) 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 remaining balance will be borne by the Underwriter. Any expensesThe Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the Shares Public Securities on NASDAQ the NasdaqCM and on 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 aggregate amount not to exceed $5,000 per individual and $30,000 in the aggregate, 5,000; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (i) if the Offering is commenced on the NasdaqCM, the Company will make no payment to such counsel up at Closing or (ii) if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, designate with the prior consent of the Company; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of the Public Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times with the prior consent of the Company; (m) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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, request but not to exceed $2,500; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesNotwithstanding the foregoing, other than the payment Company’s obligation to reimburse the Representative for any out-of-pocket accountable expenses actually incurred shall not exceed $50,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be made 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 clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any Option Closing Date, as the case may be, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and ADSs to be sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of such ADSs on the Shares on NASDAQ Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine, ; (c) 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 $30,000 in the aggregateindividual, (d) all which fees, expenses and disbursements relating to shall not exceed $10,000 in the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate aggregate; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), (ed) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares such ADSs under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriter may reasonably designate, ; (fe) the costs of all mailing and printing of the underwriting documents (includingoffering documents, without limitationRegistration Statements, this AgreementADS Registration Statements, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriter may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (hf) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Shares, ADSs; (ig) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, Depositary for the ADSs; (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (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, (li) the fees and expenses of the Company’s accountants, ; (mj) the fees and expenses of the Company’s legal counsel and other agents and representatives, agents; (nk) the $16,000 cost costs associated with post-Closing advertising of the use Offering in the national editions of i-Deal’s book-building, prospectus tracking the Wall Street Journal and compliance software New York Times except that Company shall only reimburse the Underwriter for the Offering, and costs of this subsection (ok) up if the Company gives its prior written consent to $10,000 of the Representative’s such advertisements; (l) actual accountable “road show” expenses for the Offering incurred by the Company. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriter. Such expenses shall include reimbursement of up to $120,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable travel and out-of pocket expense in connection with the Offering; and (b) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering. Any expenses, other than remaining costs and expenses of the payment to Underwriter shall be made borne by the Underwriter. The Underwriter acknowledges that $80,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedthis Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any Option Closing Date, as the case may be, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration qualification of the Public Shares to be sold in the Offering with the Securities and the Representative’s Securities with the Exchange Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on NASDAQ the Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Placement Agents together determine; (d) the costs of preparing, printing and delivering certificates representing the Securities; (ce) all feesfees and expenses of the transfer agent for the Common Stock; (f) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agents; (g) the fees and expenses and disbursements relating to background checks of the Company’s officers accountants; (h) the fees and directors in an amount not to exceed $5,000 per individual expenses of the Company’s legal counsel and $30,000 in the aggregate, other agents and representatives; (di) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Placement Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000)counsel, (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of it being agreed that such foreign jurisdictions as the Company and the Representative may reasonably designate, (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, (g) the costs fees and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, will be limited to: (i) if the fees Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market, Nasdaq Capital Market or the NYSE MKT, the Company will make a payment of $2,500 to such counsel at Closing or (ii) if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $7,500 to such counsel upon the commencement of “blue sky” work by such counsel and expenses of the Transfer Agent referred to in Section 3.15 hereof, an additional $2,500 at Closing); (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, (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, (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, (n) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 20,000 of the Representative’s Placement Agents’ actual accountable “road show” expenses for the Offering; and (k) the fees and expenses of legal counsel to the Placement Agents not to exceed $50,000. Any expenses not listed above which are greater than $500 must be pre-approved by the Company. In addition, the Company previously paid to the Placement Agents a deposit for the following expenses: $1,000 to conduct personal background checks on the Company’s officers and directors using a background investigation agency. The Placement Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than the payment expenses set forth herein to be made paid by the Company to the Placement Agents. The Placement Agents 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 Placement Agents, less the Advance (as such term is defined in Section 9(c) hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agents pursuant to clause (d) above, shall be subject to prior approval of the CompanySection 9 hereof, which approval shall states, among other things, that any advance received by the Placement Agents for out-of-pocket accountable expenses will be reimbursed to the Company to the extent not be unreasonably withheld, conditioned or delayedactually 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 any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 2,500 per individual and $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 its counsel upon the commencement of “blue sky” work by its counsel up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of Public Securities, the Public Securities Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Representative’s Securities Warrant Shares to be issued and sold in the Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the Offered Shares, the Conversion Shares and Warrant Shares on NASDAQ the NasdaqCM and on 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (i) if the Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE AMEX, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on the NasdaqCM or Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and Warrant Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of the Public Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite tombstoneslucite tombstones not to exceed $5,000, 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, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $16,000 25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to clause (d) above, Section 8.3 hereof. All expenses to be reimbursed shall be subject to prior approval so requested in writing, with evidence of incurrence of same. Notwithstanding the foregoing, the Underwriters shall credit the Company $75,000 at Closing as a reduction of the Company, aggregate amounts of expenses set forth in this Section 3.7.1 for which approval the Company shall not be unreasonably withheld, conditioned or delayedreimburse the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel counsel, it being agreed that such fees and expenses will be limited to if the Offering is commenced on the Over the Counter Bulletin Board, the Company shall make a payment of up to $5,00010,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 to such counsel at Closing to cover such counsel’s fees and expenses), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs (up to $2,500) associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expenses of the Underwriter’s legal counsel not to exceed $50,000, but only if the gross proceeds to the Company from the Offering equal or exceed $25 million; (np) the $16,000 21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (oq) upon the successful completion of this Offering, up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesNotwithstanding the foregoing, other than the payment 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 $125,000.00 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause the Underwriters, less the Advance (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedas such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock on the Shares NasdaqCM and on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of up to $5,00015,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.9 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (km) the costs (up to $3,000) associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (oq) upon successful completion of the Offering, up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative Representatives 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative Representatives may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Representatives may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, provided that such items do not exceed $2,500 in the aggregate; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representatives’ legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of Securities to be issued and sold in the Public Securities and the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock and Warrants on the Shares NasdaqCM and on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, and the Warrant Agent; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated, up to an aggregate amount of $3,000, with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on NASDAQ and the OTC Bulletin Board or such other stock exchanges as the Company and the Representative Underwriters 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 2,500 per individual and $30,000 in the aggregate, individual; (de) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,00010,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriters may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (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 Underwriters may reasonably request, ; (l) the fees and expenses of the Company’s accountants, ; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; and (n) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of to cover the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, including, but not limited to, the expenses incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Any Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, other than including, without limitation, the payment to be made pursuant to clause (d) above, shall be subject to prior approval costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, which approval shall not and at all times thereafter prior and following the effectiveness of the Registration Statement, the Company and its officers, directors and related parties will abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the Company will not, without the prior written consent of the Representatives, make any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be unreasonably withheld, conditioned or delayedfiled with the Commission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock on the Shares NasdaqCM and on NASDAQ 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 2,500 per individual and $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with one (1) bound volumes volume of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the fees and expenses of the Representative Counsel not to exceed $50,000; (q) the $16,000 21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (ai) the costs of all filing fees mailing and communication expenses relating to the registration printing of the Public Securities 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 Representative may reasonably deem necessary; (ii) the Representative’s Securities with costs of preparing, printing and delivering certificates representing the Commission, Shares; (biii) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ the Nasdaq Capital Market and on such other stock exchanges as the Company and the Representative together determine, ; (civ) the fees and expenses of the Company’s legal counsel and other agents and representatives; (v) up to $5,000 for commemorative lucite tombstones; (vi) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual (it being understood that such checks have already been completed with respect to the current Company officers and $30,000 directors, and that in the aggregateevent that the Company adds additional senior executive officers prior to the completion of the Offering, the Company will pay up to $5,000 for the expenses and disbursements for the background checks for each such additional senior executive officer); (dvii) all other costs and expenses incident to the performance by the Company of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1 including, without limitation, the Company’s “road-show” expenses; (viii) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq National Market or the AMEX, the Company will make a payment by the Company of $5,000 to such counsel at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,0005,000 at Closing), ; (e) 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 Company and the Representative may reasonably designate, (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, (gix) the costs and expenses of the financial public relations firm referred to in Section 3.6 3.8 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, (ix) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereoftransfer agent for the Common Stock, (jxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriters and (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, (lxii) the fees and expenses of the Company’s accountants, (m) . The Representative may also deduct from the fees and expenses net proceeds of the Company’s legal counsel and other agents and representativesOffering payable to the Company on the Closing Date, (n) or the $16,000 cost associated with Option Closing Date, if any, the use of i-Deal’s book-building, prospectus tracking and compliance software for expenses set forth herein to be paid by the Offering, and (o) up Company to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering. Any expensesCavico Corp. __________________, other than the payment to be made pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed.2009

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Representatives Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 in the aggregate, individual; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company Representative and the Representative Company may reasonably mutually designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company Representative and the Representative Company may reasonably mutually designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, ; (h) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, ; (ml) the fees and expenses of the Company’s legal counsel and other agents and representatives, representatives (m) the fees and expenses of the Underwriter’s legal counsel not to exceed $75,000; (n) the $16,000 25,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (o) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, NASDAQ; (c) 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 $30,000 in the aggregate, individual; (d) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up counsel, it being agreed that such fees and expenses will be limited to $5,0005,000 to such counsel at the Closing Date), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriters may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, ; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, firm; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, ; (ml) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (nm) the $16,000 cost associated with the use of i-Deal’s book-book building, prospectus tracking and compliance software for the Offering, and ; (on) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering; and (o) all reasonable fees and disbursements of counsel retained by the Underwriters up to an aggregate amount that fully complies with FINRA Rule 5110(f)(2)(B). Any expensesThe Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, : (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ the Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine, ; (c) 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 $30,000 in the aggregate, of actual costs incurred; (d) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $15,000 to such counsel up at Closing or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (g) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Common Stock; (j) stock transfer and/or anchor stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Representative; (k) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the fees and expenses of the Underwriter’s legal counsel not to exceed $ 60 ,000; (p) the $16,000 29,500 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all reasonable and necessary expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering (including the Option Units) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative Representatives 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 $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative Representatives may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Representatives may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Public Securities; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times up to $10,000; (m) up to $2,500 of the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representatives’ legal counsel not to exceed $50,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). Any expensesThe Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ NasdaqCM and such other stock exchanges as the Company and the Representative together determine, (c) 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 $30,000 in the aggregate, ; (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares such shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate together determine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the NasdaqCM, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company will make a payment of $0 to such counsel up at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares such shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, together determine; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ih) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (ji) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (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, (lj) the fees and expenses of the Company’s accountants, ; (mk) the fees and expenses of the Company’s legal counsel and other agents and representatives, agents; (nl) the costs associated with four (4) bound volumes of the public offering materials to be provided to the Representative by Company’s counsel; (m) the $16,000 2,000 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (o) up to upon successfully completing this Offering, $10,000 2,500 for the Underwriters’ use of the RepresentativeNetRoadshow’s actual accountable “road show” expenses internet roadshow software for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 or $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 to such counsel up to upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, ; (h) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, ; (ml) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (m) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000; (n) the $16,000 21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (o) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ and Nasdaq Global Select Market or such other stock exchanges primary market on which the Common Shares are listed for trading as the Company and the Representative together determine, a class; (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 $30,000 20,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and 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 a payment of $5,000 to such counsel up at Closing) and provided that all such fees, expenses and disbursements in excess of our aggregate of $10,000 shall be subject to $5,000)the consent of the Company, which consent is not to be unreasonably withheld; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, (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, ; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (n) the $16,000 21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (o) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering . Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause the Underwriters (d) above, shall be subject to prior approval delivery to the Company of invoices for such expenses), less the CompanyAdvance (as such term is defined in Section 8.3 hereof), which approval shall not be unreasonably withheldprovided, conditioned or delayedhowever, 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 any each Option Closing Date, as the case may be, to the extent not paid at the Closing Dateif any, all expenses incident relating to the performance of the obligations of the Company under this AgreementOffering, as follows: (a) including, without limitation, all filing fees and communication expenses relating to the registration of the Public Offering of the Securities (including the Option Securities) with the Commission and the filing of the offering materials with FINRA; up to $15,000 for all of the Representative’s Securities with the Commission, (b) all COBRADesk filing fees expenses associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, (c) Trading Market; 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 $30,000 in the aggregate, (d) directors; all fees, expenses and disbursements relating to the registration or qualification of the Shares such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” the Representative’s counsel up to $5,000at Closing), (e) ; all fees, fees and expenses associated with the i-Deal system and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, (f) NetRoadshow; the costs of all mailing and printing of the underwriting documents (including, without limitation, including this Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, (g) ; the costs and expenses of the Company’s public relations firm referred to in Section 3.6 hereof, (h) firm; the costs of preparing, printing and delivering certificates representing the Shares, (i) the such Securities; fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, (j) transfer agent for such Securities; stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, (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, (m) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; provided, (n) however, that the maximum amount of accountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $16,000 cost associated with 100,000, less the use Advance. For the sake of i-Deal’s book-buildingclarity, prospectus tracking it is understood and compliance software agreed that the Company shall be responsible for the OfferingUnderwriters’ costs (inclusive of legal costs) detailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the event a Closing occurs, and (o) up to a maximum of $10,000 of 35,000 in the Representative’s actual accountable “road show” expenses for the Offering. Any expenses, other than the payment to be made pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedevent that there is no Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all reasonable and necessary expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative and NTB 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 3,000 per individual and $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company Representative and the Representative NTB may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company Representative and the Representative NTB may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative and NTB may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times up to $10,000; (m) up to $2,500 of the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative and NTB may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s and NTB’s legal counsel not to exceed $50,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Common Stock and Warrants on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request not to exceed $2,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters, shall be subject to prior approval of less the Company, which approval shall not be unreasonably withheld, conditioned or delayedAdvance as such term is defined herein.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 2,000 per individual and $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Exchange, the Company shall make a payment of $2,500 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 to such counsel upon the commencement of “blue sky” counsel up to $5,000work by such counsel), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $2,500 in the aggregate; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, any unreimbursed expenses or other amounts previously paid by the Company to Xxxxxx Xxxxxx in connection with its initial public offering, including those described in this Section 3.10.1, shall be subject offset against any future expenses or amounts payable by the Company to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedRepresentative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 2,000 per individual and $30,000 10,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Exchange, the Company shall make a payment of $2,500 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 to such counsel upon the commencement of “blue sky” counsel up to $5,000work by such counsel), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $2,500 in the aggregate; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, any unreimbursed expenses or other amounts previously paid by the Company to the Representative in connection with its initial public offering, including those described in this Section 3.10.1, shall be subject offset against any future expenses or amounts payable by the Company to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedRepresentative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities to be sold in the Offering (including the Additional Securities) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities and ADSs issuable upon exercise of the Shares on NASDAQ Warrants and such other stock exchanges as the Company Representative’s Warrant and the Representative together determineunderlying Ordinary Shares of such ADSs on the NasdaqCM and TASE, as applicable; (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 $30,000 55,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities and Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees), and it being agreed that if the reasonable fees and disbursements Offering is commenced on The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing Date, or if the Offering is commenced on NasdaqCM or 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 up to and an additional $5,0005,000 at Closing Date), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities and Representative’s Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent and depositary for the ADSs; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) up to $5,000 in costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (q) the $16,000 25,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters, shall be subject provided the Representative has previously delivered to prior approval the Company an adequate accounting of the Company, which approval shall not be unreasonably withheld, conditioned or delayedsuch expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any each Option Closing Date, as the case may be, to the extent not paid at the Closing Dateif any, all expenses incident relating to the performance of the obligations of the Company under this AgreementOffering, as follows: (a) including, without limitation, all filing fees and communication expenses relating to the registration of the Public Offering of the Securities (including the Option Securities) with the Commission and the filing of the offering materials with FINRA; up to $15,000 for all of the Representative’s Securities with the Commission, (b) all COBRADesk filing fees expenses associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, (c) Trading Market; 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 $30,000 in the aggregate, (d) directors; all fees, expenses and disbursements relating to the registration or qualification of the Shares such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” the Representative’s counsel up to $5,000at Closing), (e) ; all fees, fees and expenses associated with the i-Deal system and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, (f) NetRoadshow; the costs of all mailing and printing of the underwriting documents (including, without limitation, including this Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriters may reasonably deem necessary, (g) ; the costs and expenses of the Company’s public relations firm referred to in Section 3.6 hereof, (h) firm; the costs of preparing, printing and delivering certificates representing the Shares, (i) the such Securities; fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, (j) transfer agent for such Securities; stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, (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, (m) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; provided, (n) however, that the maximum amount of accountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $16,000 cost associated with 175,000, less the use Advance. For the sake of i-Deal’s book-buildingclarity, prospectus tracking it is understood and compliance software agreed that the Company shall be responsible for the OfferingUnderwriters’ costs (inclusive of legal costs) detailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, subject to a maximum of $175,000 in the event a Closing occurs, and (o) up to a maximum of $10,000 of 25,000 in the Representative’s actual accountable “road show” expenses for the Offering. Any expenses, other than the payment to be made pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedevent that there is no Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (cDTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and entities in an amount not to exceed $5,000 per individual individual/entity and $30,000 15,000 in the aggregate, (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $3,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel and other agents and representatives of the Representative not to exceed $125,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; (r) $10,000 for data services and communications expenses; (os) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show” expenses; and (t) up to $30,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the OfferingOffering up to a maximum of $300,000. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, the Underwriters. The Company has paid to the Representative a $50,000 advance which shall be subject applied against the Representative’s actual accountable expenses and such advance shall be reimbursed to prior approval of the Company, which approval shall Company to the extent any portion thereof is not be unreasonably withheld, conditioned or delayedactually incurred in compliance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Shares on NASDAQ and such other stock exchanges as the Company and the Representative Representatives 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 $30,000 7,000 in the aggregate, (de) the reasonable fees and disbursements of the Underwriters’ counsel up to a maximum of $125,000 (but will not exceed on the actual fees and disbursements of such counsel in connection with the Offering), (f) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), the Underwriter’s counsel; (e) 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 Company and the Representative may reasonably designate, (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary Preliminary Prospectuses and final prospectuses Prospectuses as the Representative Representatives may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (k) the fees and expenses of the Company’s accountants; (l) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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 Representatives may reasonably request, (l) the fees and expenses of the Company’s accountants, (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (nm) the $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and (o) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the OfferingOffering up to a maximum of $25,000; and (n) 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 remaining balance will be borne by the Underwriter. Any expensesThe Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (cDTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and entities in an amount not to exceed $5,000 per individual individual/entity and $30,000 15,000 in the aggregate, (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, request in an amount not to exceed $3,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel and other agents and representatives of the Representative not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; (r) $10,000 for data services and communications expenses; and (os) up to $10,000 of the Representative’s Titan Partners’ actual accountable “road show” expenses; provided, that the actual aggregate accountable expenses for the OfferingCompany will reimburse the Underwriters will not exceed $125,000povi. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 25,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company Representative and the Representative Company may reasonably designate agree upon (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel up at Closing, or (ii) if the Offering is commenced on The Nasdaq Capital Market or the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company Representative and the Representative Company may reasonably designate, (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, agree upon; (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (ki) the costs associated with bound volumes post-Closing advertising the Offering in the national editions of the public offering materialsWall Street Journal and New York Times; provided, as well as commemorative mementos and Lucite tombstones, each of which that such amounts will not exceed $5,000 without the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request, Company’s prior written consent; (lj) the fees and expenses of the Company’s accountants, ; (mk) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (nl) the $16,000 21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that such fee or portion thereof is only payable upon closing of the Offering; (m) the fees and expenses of the Underwriters’ legal counsel not to exceed $75,000; provided, that such fees and expenses or portion thereof is only payable upon closing of the Offering; and (on) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering; provided, that such fee or portion thereof is only payable upon closing of the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters. Except as provided for in this Agreement, the Underwriters shall be subject to prior approval bear the costs and expenses incurred by them in connection with the sale of the Company, which approval shall not be unreasonably withheld, conditioned or delayedFirm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Shares to be sold in the Offering (including the Over-allotment Option) with the Commission and the Representative’s Securities with listing of such Shares on the Commission, Exchange; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and all fees and expenses relating to the listing of the Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, FINRA; (c) 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 $30,000 in the aggregate, (d) all fees, expenses and disbursements relating to the registration or qualification of the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000), ; (ed) 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 Company and the Representative may reasonably designate, ; (e) the costs associated with receiving commemorative mementos and lucite tombstones; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto, and as many preliminary and final prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, (h) the costs of preparing, printing and delivering certificates representing the Shares, (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereofRepresentative’s Counsel; (g) the Underwriters’ “road show” expenses for the Offering, (jh) stock transfer and/or stamp taxesall fees, if any, payable upon the transfer of securities from the Company expenses and disbursements relating to the Underwriters, (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 background checks of the Company’s accountantsofficers and directors up to $7,500, and (mi) the fees and expenses of the Company’s legal counsel and other agents and representatives, (n) the $16,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, and ; provided that the total expenses payable by the Company that are set forth in clauses (oe) up to through (i) hereunder shall not exceed an aggregate of $10,000 207,500. The Representative may deduct from the net proceeds of the Representative’s actual accountable “road show” Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses for the Offering. Any expenses, other than the payment set forth herein to be made 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 clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 7.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on the NASDAQ and such other stock exchanges as the Company and the Representative Underwriter together determine, ; (c) 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 $30,000 in the aggregate, individual; (d) the reasonable fees and disbursements of the Underwriter’s counsel in excess of $140,000, as incurred, which excess is currently estimated to be in a range of $20,000 - 60,000 but will depend on the actual fees and disbursements of such counsel in connection with the Offering; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriter’s counsel, it being agreed that (i) if the Offering is commenced on the NASDAQ Capital Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative Underwriter may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in as contemplated by Section 3.6 3.7 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, ; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, Underwriter; (kl) the costs associated with post-Closing advertising of the Offering in the national additions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite 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 Underwriter may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 cost associated with the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the OfferingOfferings. Any expensesThe Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Over-allotment Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up counsel, it being agreed that such fees shall only be applicable if the Offering is commenced on the Over-the-Counter Bulletin Board and shall be limited to $5,00015,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (km) the costs associated with one set of bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters. Notwithstanding the foregoing, shall be subject to prior approval the Company’s obligation for payment of the Company, which approval Representative’s accountable expenses in the aggregate (inclusive of any advances made by the Company to the Representatives) shall not be unreasonably withheld, conditioned or delayedexceed $200,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and the Representative’s Securities with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ 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 $30,000 15,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements 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 up to and an additional $5,0005,000 at Closing), ; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, and Warrant Agent; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) 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, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, ; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (or) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities and to be sold in the Representative’s Securities Offering with the Commission, ; (bii) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and FINRA; (iii) all fees and expenses relating to having the listing of Firm Class A Warrants and the Shares Option Class A Warrants quoted on NASDAQ the Market and such other stock exchanges as the Company and the Representative Underwriter together determine, ; (civ) 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 or $30,000 20,000 in the aggregate, ; (dv) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel counsel, it being agreed that such fees and expenses will be limited to a payment of up to $5,0005,000 to such counsel on the Closing Date), ; (evi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company Underwriter and the Representative Company may reasonably designateagree, provided that such fees and expenses payable to counsel in connection therewith shall not exceed $5,000, payable on the Closing Date; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (gviii) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, Public Relations Firm; (hix) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ix) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the shares of Common Stock; (jxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xii) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times, not to exceed $5,000 in the aggregate; (kxiii) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request, ; (lxiv) the fees and expenses of the Company’s accountants, ; (mxv) the all fees and expenses of the Company’s legal counsel and other agents and representatives, Underwriter Counsel not to exceed $25,000; (nxvi) the $16,000 20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (oxvii) up to $10,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriter. Amounts due under this Section 3.10.1 shall be reduced by the amount of the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Shares to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; all fees and expenses relating to the listing of the such Shares on NASDAQ Nasdaq and such other stock exchanges as the Company and the Representative together determine, ; (c) 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 $30,000 25,000 in the aggregate, ; (d) all fees, expenses and disbursements relating to the registration or qualification of the such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (i) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (ii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel up to and an additional $5,0005,000 at Closing), ; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, (g) the costs and expenses of the public relations firm referred to in Section 3.6 hereof, 3.7; (h) the costs of preparing, printing and delivering certificates representing the Shares, ; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (k) the costs associated with bound volumes of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, not to exceed $5,000 in the aggregate, 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, ; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (n) the $16,000 cost associated with for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering, and ; (o) up to $10,000 the Company’s (including, without limitation, the costs of recording and hosting on the Internet of the RepresentativeCompany’s road show presentation and the Company’s travel and lodging expenses) and the Underwriters’ actual accountable “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; and (q) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. Any expenses, other than All relevant expenses incurred by the payment to Underwriters in item (o) of this Section will be made pursuant to clause (d) above, shall be subject to prior approval of borne by the Company, which approval shall not up to but no more than $10,000; the remaining balance will be unreasonably withheldborne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, conditioned or delayedthe 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 any the Option Closing Date, as the case may beif any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Offered Shares to be sold in the Representative’s Securities Offering (including the Option Securities) with the Commission, ; (b) all COBRADesk Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of the such Offered Shares on NASDAQ the Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $5,000 per individual and $30,000 US$15,000 in the aggregate, ; (de) all reasonable and documented fees, expenses and disbursements relating to the registration or qualification of the such Offered Shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that the reasonable fees and disbursements Company shall make a payment of “blue sky” $5,000 to such counsel up to $5,000at Closing), ; (ef) all reasonable and documented fees, expenses and disbursements relating to the registration, qualification or exemption of the such Offered Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Final Offering Documents and all amendments, supplements and exhibits thereto, thereto and as many preliminary Preliminary Offering Documents and final prospectuses Final Offering Documents as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the a public relations firm referred to in Section 3.6 hereof, firm; (hi) the costs of preparing, printing and delivering certificates (if any) representing the Offered Shares, ; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the Common Shares; (jk) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs associated with post-Closing advertising the Offering in the national editions of then Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials, material as well as commemorative mementos and Lucite lucit tombstones, each of which the Company company or its designee will provide within a reasonable time after the Closing in such quantities as ass the Representative may reasonably request, in an amount not to exceed US$3,000; (ln) the fees and expenses of the Company’s accountants, ; (mo) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (np) the $16,000 fees and expenses of the Representative’s legal counsel not to exceed US$125,000; (q) the US$29,500 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; (r) US$10,000 for data services and communications expenses; and (os) up to $10,000 US$30,000 of the Representative’s actual accountable “road show” ”, market making and trading, and clearing firm settlement expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedUnderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and shares of Common Stock to be sold in the Representative’s Securities Offering (including the Option Shares) with the Commission, ; (b) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA and all fees and expenses relating to the listing of the Shares Public Securities on the NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market or the NYSE MKT and on any other stock exchanges to be determined by the Company and Representative; (c) all fees and expenses relating to the listing of such Public Securities on the 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 $30,000 20,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel), provided however, that such fees, expenses and disbursements to such “blue sky” counsel up shall be limited to (i) $5,000), if the Offering is commenced on either the NASDAQ Global Market, NASDAQ Global Select Market or the NYSE MKT, or (eii) $20,000, if the Offering is consummated on the NASDAQ Capital Market or on the Over-the-Counter Bulletin Board, $15,000 upon commencement of the “blue sky” work and $5,000 on the Closing Date; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the Company’s public relations firm referred to in Section 3.6 hereof, (h) firm; the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (i) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (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, ; (ml) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (m) the fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (n) the $16,000 29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering, ; and (o) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show” expenses for the Offering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made pursuant paid by the Company to clause (d) abovethe Underwriters. Except as provided for in this Agreement, the Underwriters shall be subject to prior approval bear the costs and expenses incurred by them in connection with the sale of the Company, which approval shall not be unreasonably withheld, conditioned or delayedFirm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and any the Option Closing Date, as the case may beif any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, as followsincluding, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Representative’s Securities Offering with the Commission, ; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA and FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Shares on NASDAQ and such other stock exchanges as the Company and the Representative together determine, NasdaqCM; (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 or $30,000 20,000 in the aggregate, ; (de) all fees, expenses and disbursements relating to the registration or qualification of the Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up counsel, it being agreed that such fees and expenses will be limited to $5,000)1,000 if the Common Shares are listed on any of the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market or the NYSE/AMEX, which amount shall be payable at the Closing; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate, ; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any “Blue Sky Surveys” Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and related Powers Power of Attorney), registration statementsRegistration Statements, prospectuses Preliminary Prospectuses, Disclosure Packages, Prospectuses and all amendments, supplements and exhibits thereto, thereto and as many preliminary and final prospectuses Prospectuses as the Representative may reasonably deem necessary, ; (gh) the costs and expenses of the public relations firm referred to in Section 3.6 3.8 hereof, ; (hi) the costs of preparing, printing and delivering certificates representing the Shares, Public Securities; (ij) the fees and expenses of the Transfer Agent referred to in Section 3.15 hereof, for the Common Shares; (jk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters, ; (kl) the costs (up to $5,000) associated with bound volumes digital copies of the public offering materials, materials as well as commemorative mementos and Lucite lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request, ; (lm) the fees and expenses of the Company’s accountants, ; (mn) the fees and expenses of the Company’s legal counsel and other agents and representatives, ; (no) the fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (p) the $16,000 25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering, ; and (oq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offeringoffering. Any expensesThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, other than or the payment Option Closing Date, if any, the expenses set forth herein to be made paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to clause (d) above, shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedSection 8.3 hereof.