Common use of General Expenses Clause in Contracts

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the Representative's Underwriters' Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications THE NEW YORK TIMES and a third publication to be selected by the RepresentativeUnderwriters, the total costs of such advertisements not to exceed $12,00025,000, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriters, (ixviii) the preparation, binding and delivery of two transaction "bibles," for in quantity, form and style satisfactory to the RepresentativeUnderwriters and transaction lucite cubes or similar commemorative items in a style and quantity as requested by the Underwriters, (xix) fees and expenses for any listing of the Public Securities Shares on Nasdaq SmallCap or National Market System, as the case may be, and any securities exchange or and any coverage or listing in Standard & Poor's and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay $7,500 for an investigative search firm of the Representative's Underwriters' choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriters 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 and elsewhere in this Agreement to be paid by the Company to the Representative Underwriters and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Underwriters' Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal not to exceed $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to the Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (not to exceed $5,000) and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriters, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, Underwriters; (ix) the preparation, binding and delivery of two transaction "bibles," for in number, form and style reasonably satisfactory to the RepresentativeUnderwriters and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Underwriters, (x) fees and expenses for any listing of the Public Securities on Nasdaq, and any securities exchange or any coverage or listing in Standard & Poor's, (xi) fees and disbursements of any counsel engaged to review the Company's intellectual property rights, and (xixii) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.13.15.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriters 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 and elsewhere in this Agreement to be paid by the Company to the Representative Underwriters and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on at or prior to the Closing Date, on the Option Closing Date, all Company expenses incident incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Preliminary Prospectuses Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (iiiii) the preparation, printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Stock and the Warrants and included in the Representative's Purchase OptionUnits, including any transfer or other taxes payable thereon, (iiiiv) filing fees incurred in registering the qualification Offering with FINRA and the reasonable fees of counsel of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal Underwriter not to $35,000, of which exceed $15,000 has been previously paid) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicableconnection therewith, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering listing the offering with Securities on the NASDNasdaq or such other stock exchanges as the Company and the Underwriter together determine, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) all fees and disbursements of the transfer and warrant agent, (viiivii) all of the Company's ’s expenses associated with "“due diligence" ” and “road show” meetings arranged by the RepresentativeUnderwriter and any presentations made available by way of a netroadshow, including, without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixviii) the preparation, binding and delivery of two bound transaction "“bibles" for ,” in quantities and form and style reasonably satisfactory to the Representative, (x) fees Underwriter and expenses for any listing of Lucite cube mementos in such quantities as the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's Underwriter may reasonably request; and (xiix) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties3.10.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) registration and other fees and expenses related to compliance with the Securities Act; (ii) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documentsProspectuses, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (iiiii) the issuance and delivery of the Ordinary Shares and the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Underwriters' Purchase Option, including any transfer or other taxes payable thereon, (iiiiv) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of preparing, printing and mailing the "Preliminary Final Blue Sky Memorandum," , and all amendments and supplements thereto, which shall not exceed $2,500 in the aggregate, (v) the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, Company's U.S. counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such and reasonable fees and disbursements have been approved in advance by of the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, 's independent accountants; (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (vvi) filing fees, costs and expenses (including fees and disbursements for expenses, payable to the Underwriters' counsel) incurred in registering the offering with Commission, the NASD, or other regulators in connection with the Offering, (vivii) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the RepresentativeRepresentatives, the total costs of such advertisements not to exceed $12,00025,000, (viiviii) fees and disbursements of the transfer agent and warrant agentcosts to DTC, (viiiix) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeRepresentatives, (ixx) the preparation, binding and delivery of two transaction "bibles" for in quantity, form and style satisfactory to the Representative, Representatives; (xxi) fees and expenses for any listing of the Public Securities Shares on any securities exchange or and any coverage or listing in Standard & Poor's 's; and (xixii) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Representatives may deduct from the net proceeds of the offering Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to reimburse the Representative and/or to third partiesRepresentatives. For the avoidance of doubt, except as set forth in Section 3.14.2 and 3.14.3, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on any resale of the Shares by them and all advertising (other than the tombstone advertisements referenced in Section 3.14.1(vii)), mailing, telephone, travel, clerical or other office costs incurred.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid15,000) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 3.10.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (of $10,000) and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications THE NEW YORK TIMES and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.13.13.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.USA), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the Representative's Underwriters’ Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' ’ counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' ’ counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' ’ counsel) incurred in registering the offering with the NASD, (viv) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the RepresentativeUnderwriters, the total costs of such advertisements not to exceed $12,00025,000, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeUnderwriters, (ixviii) the preparation, binding and delivery of two transaction "“bibles" for ,” in quantity, form and style satisfactory to the RepresentativeUnderwriters and transaction lucite cubes or similar commemorative items in a style and quantity as requested by the Underwriters, (xix) fees and expenses for any listing of the Public Securities Shares on any securities exchange or and any coverage or listing in Standard & Poor's ’s and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage enga ge and pay $7,500 for an investigative search firm of the Representative's Underwriters’ choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriters 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 and elsewhere in this Agreement to be paid by the Company to the Representative Underwriters and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which 30,000 if the Public Securities are not listed on the AMEX on the Effective Date and equal to $15,000 has been previously paid10,000 if the Public Securities are listed on the AMEX on the Effective Date) and disbursements of the Underwriters' Underwriter's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' Underwriter's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (equal to $5,000) and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.the

General Expenses. The Company hereby agrees to shall pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to, (i) the preparation, printing, filing, delivery filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus Preliminary Prospectuses and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the Representative's Purchase OptionWarrants, including any transfer or taxes and other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Underwriter's Blue Sky counsel, which fees shall not exceed an aggregate of $35,000.00 (equal to $35,000, 15,000.00 of which $15,000 has already been previously paid) and disbursements of the Underwriters' counsel, and paid),and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities Shares by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to that shall be reasonably selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, ; (ix) the preparation, binding and delivery of two four transaction "bibles" bound volume sets for the Representative, ; (x) fees and expenses for any listing of the Public Securities Shares on the Nasdaq SmallCap Market System or on any securities exchange or any coverage or listing in Standard & Poor's Corporation Records or Moody's OTC Industrial Manual, and (xi) all other costs and expenses costx xxx xxpenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.14.9.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company will engage, if requested by the Underwriter, and will pay for for, an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company, which amount will be credited against Company and its predecessors and affiliates designated by the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein and elsewhere in this Agreement to be paid by the Company. If this Agreement shall not be carried out for any reason whatsoever, the Company shall remain liable for all of its actual out-of-pocket expenses pursuant to the Representative and/or to third partiesthis Section 4.9.1.

General Expenses. The Company hereby agrees Master Issuer covenants to pay on or cause to be paid the Closing Date andfollowing (together with (i) in respect of taxable supplies made to the Master Issuer, any amount in respect of value added tax or similar tax payable in respect thereof against production of a valid tax invoice and (ii) in respect of taxable supplies made to a person other than the Master Issuer, any amount in respect of Irrecoverable VAT (for the purposes of this Agreement "Irrevocable VAT" means any amount in respect of VAT incurred by a party to the Transaction Documents (for the purposes of this definition, a "Relevant Party") as part of a payment in respect of which it is entitled to be indemnified under the relevant Transaction Documents to the extent that the Relevant Party does not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance or will not receive and retain a credit or repayment of the obligations of the Company under this Agreement, including but not limited to such VAT as input tax (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailingas that expression is defined in section 24(1) of the Registration StatementValue Added Tax Act 1994) for the prescribed accounting period (as that expression is used in section 25(1) of the Value Added Tax Act 1994) to which such input tax relates) or similar tax payable in respect thereof against production of a valid tax invoice): (a) the fees, disbursements and expenses of the Prospectus Master Issuer's legal advisers and accountants and all other expenses of the Preliminary Prospectuses and Master Issuer in connection with the printing and mailing issue (including without limitation any filing fees payable to the Commission in connection with the registration of this Agreement and related documents, including the cost of all copies thereof US Notes under the Securities Act and any amendments thereof or supplements thereto supplied to the Underwriters fees payable in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) connection with the qualification of the Public Securities US Notes for offering and sale pursuant to any NASD regulatory provisions or under any applicable United States state or foreign securities or securities, Blue Sky or similar laws) and listing of the Notes (including without limitation, including any advertisements required in connection therewith); the filing fees under such Blue Sky laws, preparation and delivery of each class of the Notes in global form and (if required) definitive form; the costs of the initial delivery and distribution of the Notes (including, without limitation, transportation, packaging and insurance) and the initial fees and expenses of The Depository Trust Company in relation to the Notes (excluding any such fees and expenses arising as a result of any transfer of the Notes); the preparation and printing of the Time of Sale Information and mailing the "Preliminary Blue Sky Memorandum," Prospectus (in proof, preliminary and all final form) and any amendments and supplements theretothereto and the mailing and delivery of copies of this Agreement to the Underwriters; (b) the cost of printing or reproducing the Legal Agreements and any other documents prepared in connection with the offering, issue and initial delivery of the Notes; (c) the fees and expenses of the Note Trustee and the Issuer Security Trustee (including fees and expenses of legal advisers to the Note Trustee and the Issuer Security Trustee), the US Paying Agent and the Agent Bank in each case reasonably incurred in connection with the preparation and execution of the Legal Agreements and any other relevant documents and the issue of the Notes and compliance with the Conditions of the Notes; (d) the fees and expenses incurred or payable in connection with obtaining a rating for the Notes from Fitch Ratings, Moody's and Standard & Poor'x xxx xnnual fees in connection with such rating or any other rating from such institution for the Notes; (equal e) the fees and expenses payable in connection with obtaining and maintaining the admission to $35,000, trading of which $15,000 has been previously paidthe Notes on the Market; (f) reasonable out-of-pocket expenses (excluding legal expenses) incurred by the Lead Underwriters on behalf of the Underwriters in connection with the transactions contemplated hereby; and (g) any reasonable amount in respect of the fees and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved legal advisers in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third partiesrelation thereto.

General Expenses. The Company hereby agrees to pay on or promptly after the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Stock and the Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees up to an aggregate of $______ (equal to $35,000, of which $15,000 has been previously paidpaid to date) and disbursements of the Underwriters' Representative's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for of the Underwriters' Representative's counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The the Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriters, (ix) the preparation, binding and delivery of two transaction "bibles," for in quantity, form and style satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's The Nasdaq Stock Market, and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein3.15.1. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, any post-effective amendments thereto, the Prospectus Pro spectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Stock and the Class A Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state State or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the and fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of for the Underwriters' counsel, Representative's counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have fees shall be capped at $20,000 in the aggregate, of which $10,000 has been approved in advance by the Companypreviously paid) and a one-time fee of $5,000 payable to Underwriters' Representative's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofSurvey, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees of $5,000 and disbursements for the Underwriters' Representative's counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications THE NEW YORK TIMES and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viivi) fees and disbursements of the transfer Transfer Agent, (vii) the preparation, binding and warrant agentdelivery of transaction "bibles", in form, style and quantity reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, and (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein3.12.1. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties. If this Agreement shall not be carried out for any reason whatsoever, within the time specified herein, the Company shall remain liable for all actual out-of-pocket expenses pursuant to this Section 3.12.1.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) registration and other fees and expenses related to compliance with the Securities Act; (ii) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documentsProspectuses, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (iiiii) the issuance and delivery of the Ordinary Shares and the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Underwriters’ Purchase Option, including any transfer or other taxes payable thereon, (iiiiv) the qualification of the Public Offered Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of preparing, printing and mailing the "Preliminary Final Blue Sky Memorandum," , and all amendments and supplements thereto, which shall not exceed $2,500 in the aggregate, (v) the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, Company’s U.S. counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such and reasonable fees and disbursements have been approved in advance by of the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, ’s independent accountants; (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (vvi) filing fees, costs and expenses (including fees and disbursements for expenses, payable to the Underwriters' counsel) incurred in registering the offering with Commission, the NASD, or other regulators in connection with the Offering, (vivii) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the RepresentativeRepresentatives, the total costs of such advertisements not to exceed $12,00025,000, (viiviii) fees and disbursements of the transfer agent and warrant agentcosts to DTC, (viiiix) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeRepresentatives, (ixx) the preparation, binding and delivery of two velobound transaction "“bibles" for ” in quantity, form and style satisfactory to the Representative, Representatives; (xxi) fees and expenses for any listing of the Public Offered Securities on any securities exchange or and any coverage or listing in Standard & Poor's ’s; and (xixii) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Representatives may deduct from the net proceeds of the offering Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to reimburse the Representative and/or to third partiesRepresentatives. For the avoidance of doubt, except as set forth in Section 3.14.2 and 3.14.3, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on any resale of the Shares by them and all advertising (other than the tombstone advertisements referenced in Section 3.14.1(vii)), mailing, telephone, travel, clerical or other office costs incurred.

General Expenses. The Company hereby agrees Eighth Issuer covenants to pay on or cause to be paid the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to following (together with (i) the preparation, printing, filing, delivery and mailing (including the payment in respect of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied taxable supplies made to the Underwriters Eighth Issuer, any amount in quantities as may be reasonably required by the Underwriters, respect of value added tax or similar tax payable in respect thereof against production of a valid tax invoice and (ii) in respect of taxable supplies made to a person other than the printingEighth Issuer, engravingany amount in respect of Irrecoverable VAT or similar tax payable in respect thereof against production of a valid tax invoice): (a) the fees, issuance disbursements and delivery expenses of the shares Eighth Issuer's legal advisers and accountants and all other expenses of Common Stockthe Eighth Issuer in connection with the issue (including, without limitation, any filing fees payable to the Warrants Commission in connection with the registration of the Eighth Issuer Notes under the Securities Act and the Representative's Purchase Option, including any transfer or other taxes fees payable thereon, (iii) in connection with the qualification of the Public Securities Eighth Issuer Notes for offering and sale pursuant to any NASD regulatory provisions or under any applicable United States state or foreign securities or securities, Blue Sky or similar laws) and listing of the Eighth Issuer Notes (including, including without limitation, any advertisements required in connection therewith), the filing fees under such Blue Sky lawspreparation and delivery of each class of the Eighth Issuer Notes in global form and (if required) definitive form, the costs of the initial delivery and distribution of the Eighth Issuer Notes (including, without limitation, transportation, packaging and insurance) and the initial fees and expenses of The Depository Trust Company, Euroclear and Clearstream, Luxembourg in relation to the Eighth Issuer Notes (excluding any such fees and expenses arising as a result of any transfer of the Eighth Issuer Notes), the preparation and printing of the Prospectus (in proof, preliminary and mailing the "Preliminary Blue Sky Memorandum," final form) and all any amendments and supplements theretothereto and the mailing and delivery of copies of this Agreement to the Underwriters; (b) the cost of printing or reproducing the Legal Agreements and any other documents prepared in connection with the offering, issue and initial delivery of the Eighth Issuer Notes; (c) the fees and expenses of the Note Trustee, the Security Trustee and the Eighth Issuer Security Trustee (including fees and expenses of legal advisers to the Note Trustee, the Security Trustee and the Eighth Issuer Security Trustee), the Principal Paying Agent, the US Paying Agent, the Registrar, the Transfer Agent and the Agent Bank in connection with the preparation and execution of the Legal Agreements and any other relevant documents and the issue of the Eighth Issuer Notes and compliance with the Conditions of the Eighth Issuer Notes; (equal d) the fees and expenses incurred or payable in connection with obtaining a rating for the Eighth Issuer Notes from Fitch Ratings, Moody's and Standard & Poor's and annual fees in connection with xxxx rating or any other rating from such institution for the Eighth Issuer Notes; (e) the fees and expenses payable in connection with obtaining and maintaining the admission to $35,000, trading of which $15,000 has been previously paidthe Eighth Issuer Notes on the Stock Exchange; (f) out-of-pocket expenses (excluding legal expenses) incurred by the Lead Managers on behalf of the Underwriters in connection with the transactions contemplated hereby; (g) any roadshow expenses incurred by the Lead Managers on behalf of the Underwriters; and (h) any amount in respect of the fees and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved legal advisers in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third partiesrelation thereto.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Stock and the Class A Warrants included in the Units and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state State or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the and fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of for the Underwriters' counsel, Representative's counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved fees shall be $20,000 in advance by the Companyaggregate) and a one-time fee of $5,000 payable to Underwriters' Representative's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofSurvey, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' Representative's counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viivi) fees and disbursements of the transfer Transfer Agent, (vii) the preparation, binding and warrant agentdelivery of transaction "bibles", in form, style and quantity reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, and (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein3.11.1. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties. If this Agreement shall not be carried out for any reason whatsoever, within the time specified herein, the Company shall remain liable for all actual out-of-pocket expenses pursuant to this Section 3.11.1.

General Expenses. The Company hereby agrees to shall pay on each of the Closing Date and, and any Option Closing Date to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to, (i) the preparation, printing, filing, delivery filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus Preliminary Prospectuses and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the Representative's Purchase OptionWarrants, including any transfer or taxes and other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, fees and disbursements for the Underwriter's Blue Sky counsel, which fees shall not exceed an aggregate of $35,000.00 (equal to $35,000, 15,000.00 of which $15,000 has already been previously paid) and disbursements of the Underwriters' counsel, and paid),and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities Shares by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to that shall be reasonably selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, ; (ix) the preparation, binding and delivery of two four transaction "bibles" bound volume sets for the Representative, ; (x) fees and expenses for any listing of the Public Securities Shares on the Nasdaq SmallCap Market System or on any securities exchange or any coverage or listing in Standard & Poor's Corporation Records or Xxxxx'x OTC Industrial Manual, and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.14.9.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company will engage, if requested by the Underwriter, and will pay for for, an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company, which amount will be credited against Company and its predecessors and affiliates designated by the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the on any Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company. If this Agreement shall not be carried out for any reason whatsoever, the Company shall remain liable for all of its actual out-of-pocket expenses pursuant to the Representative and/or to third partiesthis Section 4.9.1.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration StatementStatement and any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the RepresentativeUnderwriter's Purchase OptionWarrant, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' Company's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (equal to $5,000) and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriter, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriter, (ixviii) the preparation, binding and delivery of two transaction "bibles," for in quantity, form and style satisfactory to the RepresentativeUnderwriter and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Underwriter, (xix) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's the AMEX and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.13.8.1. Notwithstanding the foregoing, the aggregate amount of costs relating to "tombstone" advertisements and transaction lucite cubes or similar commemorative items that the Company shall be obligated to pay under this Section 3.8.1 shall not exceed $25,000. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriter may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative Underwriter and/or to third parties.

General Expenses. The Company hereby agrees to shall pay on each of the Closing Date and, and any Option Closing Date to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to, (i) the preparation, printing, filing, delivery filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus Preliminary Prospectuses and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement, the Agreement among Underwriters, the Selected Dealers' Agreement and related documents, including the cost of all copies thereof and any amendments thereof amendments, supplements or supplements other materials relating thereto supplied to the Underwriters and Selected Dealers in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the Representative's Purchase OptionWarrant, including any transfer or taxes and other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, such fees to be paid upon commencement of such filings to the Representative's counsel, at the request of such counsel,, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of for the Underwriters' counsel, counsel and fees up to an aggregate of $27,500, $2,500 of which shall be due and payable upon the commencement of such filings, which fees shall be based upon such counsel's hourly billing rates, plus disbursements relating to, but not limited by, long distance telephone calls, photocopying, messengers, excess postage, overnight mail and courier services. Such fee shall not include fees of special counsel if same is required to be incurred in a merit review state which may require local counsel. The Representative will not retain special counsel in any state without the prior consent of the Company. In this connection, if any, retained for Blue Sky applications shall be made in such purpose (provided that all such disbursements have been approved in advance states and jurisdictions as shall be required by the Company) Representative ,and a one-time fee of $5,000 7,500.00 payable to Underwriters' the Representative's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.costs

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) travel expenses incurred with the Company’s prior approval relating to the registration of the Shares, (ii) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (iiiii) all fees and expenses relating to the listing of the Shares on the FINRA Market, (iv) the printing, engraving, issuance and delivery of the shares Shares of Common Stock, the Warrants and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon, (iiiv) the qualification qualification, if necessary, of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, the fees (equal to $35,000_________), of which $15,000 has been previously paid) and disbursements of for counsel to the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (purpose; provided that all such disbursements have been approved in advance by if the Company) and offering is commenced on the FINRA Market, the Company shall make a one-one time fee payment of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof’ counsel, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (vvi) filing fees, costs and expenses (including fees and disbursements for the Underwriters' ’ counsel) incurred in registering the offering with the NASDFINRA, (vivii) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viiviii) fees and disbursements of the transfer and warrant agent, (viii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative, (ix) the preparation, binding and delivery of two customary leather bound transaction "“bibles" for ,” in quantity, form and style satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as requested by the Representative, (x) fees all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, (xi) costs and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing public relations firm referred to in Standard & Poor's and Section 3.10 hereof, (xixii) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal fees, up to an aggregate of $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' Underwriter's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to Underwriters' the Underwriter's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees not to exceed $5,000 and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications THE NEW YORK TIMES and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriter, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriter, (ixviii) the preparation, binding and delivery of two transaction "bibles," for in number, form and style reasonably satisfactory to the RepresentativeUnderwriter and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Underwriter, (xix) fees and expenses for any listing of the Public Securities on Nasdaq SmallCap, and any securities exchange or any coverage or listing in Standard & Poor's, (x) fees and disbursements of any counsel engaged to review the Company's intellectual property rights, and (xi) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and pay accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company has engaged and has paid for an investigative search firm of the RepresentativeUnderwriter's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company mutually selected by the Underwriter and the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriter may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative Underwriter and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal up to an aggregate of $35,000, of which $15,000 has been previously paid) 35,000 and disbursements of the Underwriters' Representative's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' Representative's counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications THE NEW YORK TIMES and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles," for in number, form and style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (x) fees and expenses for any listing of the Public Securities on Nasdaq, and any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.13.15.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company has engaged and will pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company mutually selected by the Representative and the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to shall pay on each of the Closing Date and, and any Option Closing Date to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to, (i) the preparation, printing, filing, delivery filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus Preliminary Prospectuses and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the RepresentativeUnderwriter's Purchase OptionWarrants, including any transfer or taxes and other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of for the Underwriters' counsel, Underwriter's counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities Shares by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to that shall be selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriter, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding Underwriter and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.road show"

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal up to an aggregate of $35,000, of which $15,000 has been previously paid) 35,000 and disbursements of the Underwriters' Underwriter's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to Underwriters' the Underwriter's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (ivv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street JournalTHE WALL STREET JOURNAL, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees THE NEW YORK TIMES and disbursements of the transfer XXXXXX'X and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, a third publication which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.may

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration StatementStatement and any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the Representative's Purchase OptionWarrant, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' Company's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (equal to $5,000) and disbursements for the Underwriters' Representative's counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ixviii) the preparation, binding and delivery of two transaction "bibles," for in quantity, form and style satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (xix) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's the AMEX and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Notwithstanding the foregoing, the aggregate amount of costs relating to "tombstone" advertisements and transaction lucite cubes or similar commemorative items that the Company also agrees shall be obligated to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided hereinunder this Section 3.12.1 shall not exceed $25,000. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of ---------------- the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' Underwriter's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to Underwriters' the Underwriter's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees (up to an aggregate of $5,000) and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (vi) costs (up to an aggregate of $25,000) of placing "tombstone" advertisements in The Wall Street Journal, Journal and ----------------------- The New York Times or other publications and a third publication to be selected by the RepresentativeUnderwriter, the total costs of such advertisements not to exceed $12,000, ------------------ (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.due

General Expenses. The Company hereby agrees to pay on ---------------- the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration StatementStatement and any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Firm Shares and the Representative's Purchase OptionOption Shares, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and Memorandum"and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' Company's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other various publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligenceroad show" meetings with potential investors arranged by the Representative, (viii) the preparation, velo-binding and delivery of closing documents, in quantity, form and style satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities Shares on any securities exchange or any coverage or listing in Standard & Poor's NASDAQ and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.14.6.1. The Company also agrees Notwithstanding the foregoing, the aggregate amount of costs relating to engage subsection (v) above and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers transfer taxes and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided hereinfees shall not exceed $10,000. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or and/or, following notice to the Company, to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, any post-effective amendments thereto, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documentsProspectuses, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwritersthereof, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Purchase Option, Shares including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees and disbursements of Underwriters' counsel (equal to $35,000, of which $15,000 has been previously paidpaid to date), (iv) and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to the Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicableMemorandum, (v) filing fees, costs and expenses (including reasonable fees and disbursements for of the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The the Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000GBI, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's reasonable expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriters but not the travel, hotel or other out-of-pocket expenses of GBI personnel attending such meetings, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representativein quantity, form and style satisfactory to GBI and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by GBI, (x) fees and expenses for any listing of the Public Securities Shares on any securities exchange or any coverage or listing in Standard & Poor's The Nasdaq Stock Market and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on the ---------------- Closing Date and, to the extent not paid on the Closing Date, on the Option option Closing Date, if any, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, Stock and the Warrants and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal up to an aggregate of $35,000, of which $15,000 has been previously paid) 35,000 and disbursements of the Underwriters' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) counsel and a one-one time fee of $5,000 payable to the Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the of Underwriters' counsel, which fees shall not exceed $5,000) incurred in registering the offering with the NASD, (viv) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (viivi) fees and ----------------------- disbursements of the transfer and warrant agent, (vii) the preparation, binding and delivery of transaction "bibles" and transaction lucite cubes or similar commemorative items in a form, style and quantity as requested by the Representative, (viii) any listing of the Public Securities on Nasdaq SmallCap or National Market, as the case may be, and any securities exchange, and any listing in Standard & Poor's, (ix) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriter, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.13.15.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company has engaged and will pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company mutually selected by the Representative and the Company. If the Company's representative have not submitted to a bindery acceptable to the Representative all of the closing and other documents material to the transactions contemplated hereby within 30 days of the Effective Date, which amount will be credited against the Company shall pay the fees and costs of the Representative's non-accountable expense allowance if agents to prepare the offering is consummated as provided hereintransactional bibles and have them bound. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the Representative's Underwriters’ Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' ’ counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' ’ counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' ’ counsel) incurred in registering the offering with the NASD, (viv) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the RepresentativeUnderwriters, the total costs of such advertisements not to exceed $12,00025,000, (viivi) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeUnderwriters, (ixviii) the preparation, binding and delivery of two transaction "“bibles" for ,” in quantity, form and style satisfactory to the RepresentativeUnderwriters and transaction lucite cubes or similar commemorative items in a style and quantity as requested by the Underwriters, (xix) fees and expenses for any listing of the Public Securities Shares on any securities exchange or and any coverage or listing in Standard & Poor's ’s and (xix) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay $7,500 for an investigative search firm of the Representative's Underwriters’ choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriters 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 and elsewhere in this Agreement to be paid by the Company to the Representative Underwriters and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's ’s Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' ’ counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' ’ counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 3.10.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' ’ counsel) incurred in registering the offering with the NASD, (vi) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "“bibles" ” for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's ’s and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.13.13.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's ’s choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's ’s non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the RepresentativeUnderwriter's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal up to an aggregate of $35,000, of which $15,000 has been previously paid) 35,000 and disbursements of the Underwriters' Underwriter's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to Underwriters' the Underwriter's counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees up to an aggregate of $5,000 and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (vi) costs up to an aggregate of $30,000 of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be mutually selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriter, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ix) the preparation, binding and delivery of two transaction "bibles" for the Representative, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.Underwriter;

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, (i) all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to, all filing fees and communication expenses relating to (i) the preparation, printing, filing, delivery registration of the Securities with the Commission and mailing the filing of the offering materials with FINRA (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, COBRADesk fees when required); (ii) all fees and expenses relating to the printinglisting of the Units, engravingCommon Stock and Warrants on AMEX and on such stock exchanges as the Company and Jesup together determine; it being agreed that the Company shall make a onetime payment of $5,000 to Jxxxxx’x counsel in connection with such AMEX listing; (iii) the costs of all mailing, issuance express mailing and delivery printing of the underwriting documents (including this agreement, and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaires and powers of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as Jesup may reasonably deem necessary; (iv) the costs and expenses of a financial public relations firm; (v) the costs associated with “road shows,” including, without limitation, travel, meals, entertainment and lodging, and presentation forum expenses associated with such trips; (vi) the costs of preparing, printing and delivering certificates for the shares of Common Stock, Stock and the Warrants included in the Public Securities and the Representative's ’s Purchase Option; (vii) all fees, including any transfer or other taxes payable thereon, (iii) the qualification expenses and disbursements relating to background checks of the Public Securities under state or foreign securities or Blue Sky laws, including the filing Company’s officers and directors in an amount not to exceed $3,000 per individual; (viii) fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements expenses of the Underwriters' counsel, transfer agent and fees and disbursements of local counselwarrant agent; (ix) transfer taxes, if any, retained for such purpose payable upon the transfer of securities from the Company to Jesup; (provided that all such disbursements have been approved in advance by x) the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating post-Closing Date advertising of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for offering in the Underwriters' counsel) incurred in registering national edition of the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The Journal and the New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, Times; (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, (ixxi) the preparation, binding and delivery of two three (3) bound volumes of the public offering materials and transaction "bibles" for Lucite cubes or similar commorative items in a quantity as reasonably requested by the Representative, ; (xxii) the fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's Company’s accountants; and (xixiii) all other costs the fees and expenses incident to of the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1Company’s legal counsel and other agents and such representatives. The Company also agrees to engage and pay for an investigative search firm of the Representative's ’s choice (International Business Research (U.S.A.), Inc.______) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's ’s non-accountable expense allowance if the offering is consummated as provided herein. Upon Jesup’s reasonable request, the Company shall provide funds to pay all such fees, expenses, and disbursements, other than accounting and legal, in advance. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative Jesup and/or to third parties.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) registration and other fees and expenses related to compliance with the Securities Act; (ii) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documentsProspectuses, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (iiiii) the issuance and delivery of the Ordinary Shares and the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Underwriters' Purchase Option, including any transfer or other taxes payable thereon, (iiiiv) the qualification of the Public Offered Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of preparing, printing and mailing the "Preliminary Final Blue Sky Memorandum," , and all amendments and supplements thereto, which shall not exceed $2,500 in the aggregate, (v) the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' counsel, Company's U.S. counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such and reasonable fees and disbursements have been approved in advance by of the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, 's independent accountants; (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (vvi) filing fees, costs and expenses (including fees and disbursements for expenses, payable to the Underwriters' counsel) incurred in registering the offering with Commission, the NASD, or other regulators in connection with the Offering, (vivii) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the RepresentativeRepresentatives, the total costs of such advertisements not to exceed $12,00025,000, (viiviii) fees and disbursements of the transfer agent and warrant agentcosts to DTC, (viiiix) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeRepresentatives, (ixx) the preparation, binding and delivery of two velobound transaction "bibles" for in quantity, form and style satisfactory to the Representative, Representatives; (xxi) fees and expenses for any listing of the Public Offered Securities on any securities exchange or and any coverage or listing in Standard & Poor's 's; and (xixii) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Representatives may deduct from the net proceeds of the offering Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to reimburse the Representative and/or to third partiesRepresentatives. For the avoidance of doubt, except as set forth in Section 3.14.2 and 3.14.3, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on any resale of the Shares by them and all advertising (other than the tombstone advertisements referenced in Section 3.14.1(vii)), mailing, telephone, travel, clerical or other office costs incurred.

General Expenses. The Company hereby agrees to pay on the Closing Date and, to the extent not paid on the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants and the Representative's Underwriters’ Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "“Preliminary Blue Sky Memorandum," ” and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of the Underwriters' ’ counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' ’ counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 3.10.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' ’ counsel) incurred in registering the offering with the NASD, (vi) costs of placing "“tombstone" ” advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be selected by the Representative, the total costs of such advertisements not to exceed $12,000Underwriters, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's ’s expenses associated with "“due diligence" ” meetings arranged by the RepresentativeUnderwriters, (ix) the preparation, binding and delivery of two three transaction "“bibles" ” for the RepresentativeUnderwriters and their counsel, (x) fees and expenses for any listing of the Public Securities on any securities exchange or any coverage or listing in Standard & Poor's ’s and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.13.13.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Underwriters 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 and elsewhere in this Agreement to be paid by the Company to the Representative Underwriters and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be reasonably required by the UnderwritersUnderwriter, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the RepresentativeUnderwriter's Purchase OptionWarrants, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities and Bridge Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, laws the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees of Underwriter's Blue Sky counsel, which fees shall not exceed an aggregate of $25,000.00 (equal to $35,000, 10,000.00 of which $15,000 has already been previously paid) and disbursements of the Underwriters' such counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been and approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' Underwriter's counsel) incurred in registering the offering with the NASD, (vi) costs of not to exceed, in the aggregate, $10,000 for placing "tombstone" advertisements in The Wall Street Journal, the Northeast editions of The New York Times Times, or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000Investment Dealer Digest, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriter, (ix) the preparation, binding and delivery of two transaction four sets of transactions "bibles," for in form and style satisfactory to the RepresentativeUnderwriter, (x) fees and expenses for any listing of the Public Securities on any securities exchange the Nasdaq SmallCap Market, or any coverage or listing in Standard & Poor's and Corporation Records or Moody's OTC Industrial Manual, anx (xixx) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. 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 and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.are

General Expenses. The Company hereby agrees to shall pay on each of the Closing Date and, and any Option Closing Date to the extent not paid on at the Closing Date, on the Option Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to, (i) the preparation, printing, filing, delivery filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus Preliminary Prospectuses and the Preliminary Prospectuses Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Representatives in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Shares and the Representative's Purchase OptionRepresentatives' Warrants, including any transfer or taxes and other taxes payable thereon, (iii) the qualification of the Public Securities Shares under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) and disbursements of for the Underwriters' counsel, counsel and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofpurpose, (iv) costs associated with applications for assignments of a rating of the Public Securities Shares by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to that shall be selected by the Representative, the total costs of such advertisements not to exceed $12,000Representatives, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, Representatives and "road show" expenses; (ix) the preparation, binding and delivery of two seven (7) transaction "bibles" for the RepresentativeRepresentatives, (x) fees and expenses for any listing of the Public Securities Shares on any securities exchange the AMEX or any coverage or listing in Standard & Poor's 's, and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section 3.14.13.9.1. The Since an important part of the public offering process is for the Company also agrees to engage appropriately and accurately describe both the background of the principals of the Company and the Company's competitive position in its industry, the Company has engaged and will pay for an investigative search firm of the Representative's Representatives' choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors principals of the Company mutually selected by the Representatives and the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Representatives may deduct from the net proceeds of the offering payable to the Company on the Closing Date, Date or the any Option Closing Date, if any, Date the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative Representatives and/or to third parties. If this Agreement shall not be carried out for any reason whatsoever, the Company shall remain liable for all of its actual out-of-pocket expenses pursuant to this Section 3.9.1.

General Expenses. The Company hereby agrees to pay on each of the Closing Date and, to the extent not paid on the at Closing Date, on the Option Closing Date, if any, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the Representative's Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal to $35,000, of which $15,000 has been previously paid) laws and disbursements of the Underwriters' Representative's counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) and a one-time fee of $5,000 payable to Underwriters' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereof, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees and disbursements for the Underwriters' counsel) incurred in registering the offering with the National Association of Securities Dealers, Inc. ("NASD"), (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications and a third publication to be mutually selected by the Representative, Representative and the total costs of such advertisements not to exceed $12,000Company, (vii) fees and disbursements of the transfer and warrant agent, (viii) the Company's expenses associated with "due diligence" meetings arranged by the Representative, ; (ix) the preparation, binding and delivery of two transaction "bibles" for and lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (x) fees and expenses for any listing of the Public Securities on the Nasdaq SmallCap Market, and any securities exchange or any coverage or listing in Standard & Poor's 's, and (xi) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein3.15.1. The Representative may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative and/or to third parties.

General Expenses. The Company hereby agrees to pay on each of the Closing Date andand the Option Closing Date, if any, to the extent not paid on the Closing Date, on the Option at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparation, printing, filing, delivery and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Prospectus and the Preliminary Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (ii) the printing, engraving, issuance and delivery of the shares of Common Stock, the Warrants Stock and the Representative's Representatives' Purchase Option, including any transfer or other taxes payable thereon, (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the filing fees under such Blue Sky laws, the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and all amendments and supplements thereto, the fees (equal up to an aggregate of $35,000, of which $15,000 has been previously paid) 30,000 and disbursements of the UnderwritersRepresentatives' counsel, and fees and disbursements of local counsel, if any, retained for such purpose (provided that all such disbursements have been approved in advance by the Company) purpose, and a one-time fee of $5,000 payable to Underwritersthe Representatives' counsel for the preparation of the Secondary Market Trading Memorandum pursuant to Section 3.11.3 hereofMemorandum, (iv) costs associated with applications for assignments of a rating of the Public Securities by qualified rating agencies, if applicable, (v) filing fees, costs and expenses (including fees [up to $5,000] and disbursements for the UnderwritersRepresentatives' counsel) incurred in registering the offering with the NASD, (vi) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times or other publications to be selected by the Representative, the total costs of such advertisements not to exceed $12,000, (vii) fees and disbursements of the transfer and warrant agent, (viiivii) the Company's expenses associated with "due diligence" meetings arranged by the RepresentativeUnderwriter, (ixviii) the preparation, binding and delivery of two nine sets of transaction "bibles," for in form and style satisfactory to the RepresentativeRepresentatives and transaction lucite cubes or similar commemorative items in a style and quantity as requested by the Representatives, (xix) fees and expenses for any listing of the Public Securities on Nasdaq SmallCap or National Market, as the case may be, and any securities exchange exchange, or any coverage or listing in Standard & Poor's and (xix) all other costs and expenses incident to the performance of its obligations hereunder that which are not otherwise specifically provided for in this Section 3.14.13.15.1. The Company also agrees to engage and pay for an investigative search firm of the Representative's choice (International Business Research (U.S.A.), Inc.) to conduct an investigation of the officers and directors of the Company, which amount will be credited against the Representative's non-accountable expense allowance if the offering is consummated as provided herein. The Representative Representatives may deduct from the net proceeds of the offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein and elsewhere in this Agreement to be paid by the Company to the Representative Representatives and/or to third parties.