Common use of Payment and Reimbursement of Expenses Clause in Contracts

Payment and Reimbursement of Expenses. The Company covenants and agrees with the Agent that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Underwriters shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Warrant Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable, out-of-pocket, accountable expenses of the Nasdaq Capital Market; Underwriters (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the including but not limited to reasonable out-of-pocket accountable fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable travel and related expenses and) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Securities, sale of the Securities or in contemplation of performing its obligations hereunder, which the Company shall pay to the Agent in an aggregate Underwriters from time to time promptly upon request of the Representative and the amount of which shall not to exceed $50,000 (which amount shall include all 100,000, in the aggregate for legal fees and disbursements expenses and all other reimbursable expenses incurred by the Underwriters in connection with their obligations hereunder, without the written prior approval of such counsel described in clauses (iii) the Company, which approval shall not be unreasonably withheld, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses in connection with the qualification of the Shares for offering filing fees and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of the Underwriters’ counsel for the Agent incurred in connection with (i) the qualification of the Securities for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate (such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for not to exceed $15,000 in the Agent in connection withaggregate), and (ii) any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable such fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 25,000 in the aggregate), (which amount shall include all D) the fees and disbursements expenses of the transfer agent or registrar, (E) listing fees, if any, (F) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such counsel described consultants, and the cost of any aircraft chartered in clauses connection with the road show (iiiprovided, that the Company shall pay 50% of the cost of any such aircraft and the Underwriters shall pay 50% of the cost of any such aircraft) and (iv) above); and (ixG) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by the Representatives pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, subject to the limitations set forth in this Section 5clauses (C) and (F) above) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(a)(vii), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, them in connection with any road show and any advertising travel and lodging expenses connected incurred in connection with any offers it may makedrafting sessions and other meetings.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, upon consummation of the Agent that the Company transactions contemplated hereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Underwriters incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; provided, however, thatthat the aggregate expenses payable by the Company under Subsections (C), except as (E) and (H) shall not exceed $150,000. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided in this Section 5 and Section 7 hereoffor herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeobligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Statutory Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto any amendment thereof or supplement thereto, and the mailing printing, delivery, and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable and delivery documented fees and disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided of the states and other jurisdictions which you shall designate, (D) all reasonable and documented out-of-pocket expenses incurred by the Underwriters in Section 3(b) hereofconnection with the transactions contemplated hereby, including legal fees and expenses, marketing, syndication and travel expenses; provided, that such fees and expenses, including legal fees and legal expenses, shall not exceed $150,000 without the reasonable prior written consent of the Company and shall be reimbursed through the Representatives, (E) the fees and expenses of the Custodian and any transfer agent or registrar, (F) the filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities (vprovided such fees and disbursement of counsel for the Underwriters pursuant to this clause (F) all and clause (C) together shall not exceed $20,000), (G) listing fees, if any, (H) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, reasonable travel and lodging expenses of the Representatives and officers of the Company and any such consultants, and one-half of the cost of preparing any aircraft chartered in connection with the Shares; road show (vii) it being understood that the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) Underwriters will bear the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements other one-half of such counsel described in clauses (iii) expenses), and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representatives pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Sharesroad show; (vii) provided, that the costs and charges Company shall pay 50% of the cost of any transfer agent or registrar or aircraft chartered in connection with the road show and the Underwriters shall pay 50% of the cost of any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) aircraft and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by Xxxxx Xxxxxxx pursuant to Sections 9(a)(i) or 9(a)(ii) hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in this Section 5connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 4(a)(vii) and Section 7 hereof4(b)(i), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, and any advertising expenses connected them in connection with any offers it may makeroad show.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel reasonably incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities (it being understood and agreed that except as provided elsewhere in this Section 4(a)(vii), the Company will pay all of the travel, lodging and other expenses of the Underwriters or quoting the Shares on the Nasdaq Capital Market; any of their employees incurred by them in connection with any “roadshow”), (viH) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Underwriters’ counsel, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in this Section 5connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, except as Except to the extent otherwise provided in this Section 5 and Section 7 hereofAgreement, the Agent Underwriters will pay all of its their own costs and expenses, including the fees and expenses of its their counsel, any stock transfer taxes on resale of any of the Shares Securities held by itthem, and any advertising expenses connected with any offers it they may make. Notwithstanding anything to the contrary in this Section 4(a)(vii) or elsewhere in this Agreement, (I) the Company shall not, without the Company’s prior written consent, be responsible for the payment or reimbursement of fees, costs or expenses to the Underwriters pursuant to this Section 4(a)(vii) (including fees of the Underwriters’ counsel) to the extent that such aggregate fees, costs and expenses exceed $125,000, and (II) the Company shall not be responsible for the payment or reimbursement of any fees, costs or expenses to the Underwriters pursuant to this Section 4(a)(vii) (including fees of the Underwriters’ counsel) if this Agreement is terminated pursuant to Section 8(b) hereof.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments shipping of this Agreement and supplements thereto other underwriting documents, including Blue Sky Memoranda (covering the states and the mailing and delivering of copies thereof other applicable jurisdictions), (C) subject to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementlimitation set forth below, any Blue Sky all filing fees and Legal Investment Memoranda, closing documents (including any compilations thereof) fees and any other documents in connection with the offering, purchase, sale and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) subject to the reasonable limitation set forth below, the fees and disbursements of the Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) road show, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, The Company will reimburse the Agent will pay all of its own costs and Representative for the Underwriters’ reasonable out-of-pocket expenses, including the reasonable legal fees and disbursements, in connection with the purchase and sale of the Securities contemplated hereby up to an aggregate of $100,000 (including amounts payable pursuant to clauses (C) and (E) above); without the Company’s prior written consent. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to the reasonable fees and disbursements of counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any performing their obligations hereunder up to an aggregate of the Shares by it, and any advertising expenses connected with any offers it may make$70,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of states and other jurisdictions which you shall designate, (D) the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; registrar, (viiiE) the reasonable out-of-pocket accountable fees and disbursements incurred by the Underwriters in connection with the offer, sale or marketing of the Securities and performance of the Underwriters’ obligations hereunder, including all reasonable out-of-pocket accountable fees and disbursements of counsel Underwriters’ counsel, and for the avoidance of doubt, excluding any general overhead, salaries, supplies, or similar expenses of the Underwriters incurred in the normal conduct of business, (F) listing fees, if any, (G) all fees, expenses and disbursements relating to background checks of the Agent Company’s officers and directors (H) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in an aggregate amount not to exceed $50,000 (which amount shall include all connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants, and the cost of any aircraft chartered in clauses (iii) connection with the road show, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. The expenses to be paid by the Company and reimbursed to the Underwriters under Subsection 4(g) shall be capped at $275,000. If this Agreement is terminated by you pursuant to Section 5. It 8 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counselperforming their obligations hereunder, transfer taxes on resale of any of subject to the Shares by it, terms and any advertising expenses connected with any offers it may makeconditions set forth in the Engagement Letter (as defined below).

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, upon consummation of the Agent that the Company transactions contemplated hereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities and the Representative’s Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Underwriters incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expensesherein, including the fees and disbursements of Underwriters’ Counsel; provided, however, that the aggregate expenses payable by the Company under Subsections (E) and (H) shall not exceed $75,000. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming its obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, upon consummation of the Agent that the Company transactions contemplated hereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Shares and the Underwriters’ Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Shares, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any Blue Sky including blue sky memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable documented fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Representatives shall reasonably designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable documented fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; , (vF) all fees listing fees, if any, (G) the cost and expenses of the Company and the actual, documented out-of-pocket expenses of the Underwriters relating to investor presentations or any “road show” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; Shares, (viH) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable documented fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Underwriters’ Counsel, and (iv) above); and (ixI) all other actual, documented out-of-pocket costs and expenses of the Underwriters incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representatives pursuant to Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, 8 hereof or if the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any sale of the Shares provided for herein is not consummated by itreason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket accountable disbursements (including but not limited to fees and any advertising expenses connected disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with any offers it may maketheir investigation, preparing to market and marketing the Shares or in contemplation of performing its obligations hereunder. Notwithstanding anything to the contrary, the maximum amount payable by the Company for fees of the Underwriters and the Underwriters’ counsel shall be $75,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents fees and disbursements of the Underwriters’ counsel incurred in connection with the offering, purchase, sale and delivery of the Shares; with (iiii) all expenses in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereof, including of the reasonable fees states and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident toother jurisdictions which you shall designate, and the reasonable fees and disbursements of counsel for the Agent in connection with, (ii) any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable such fees and disbursements of counsel pursuant to the Agent in an aggregate amount (i) and (ii) above, not to exceed $50,000 10,000 in the aggregate), (which amount shall include all D) the fees and disbursements expenses of the transfer agent or registrar, (E) listing fees, if any, (F) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such counsel described consultants, and the cost of any aircraft chartered in clauses connection with the road show (iiiprovided, that the Company shall pay 50% of the cost of any such aircraft and the Underwriters shall pay 50% of the cost of any such aircraft) and (iv) above); and (ixG) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. The Company also agrees that if (x) the First Closing Date occurs or (y) this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, thator because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, except as provided in this Section 5 and Section 7 hereofupon written request by the Representative (including by e-mail), the Agent Company will pay all promptly reimburse the Underwriters for costs and expenses of its own the Underwriters incurred in connection with the offering of the Securities contemplated hereby; provided that such costs and expenses, including the fees of its counsel, transfer taxes on resale of any together with all other costs and expenses of the Shares by itUnderwriters provided for in this Section 4(a)(vii), and any advertising expenses connected with any offers it may makeshall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereof, including of the reasonable fees states and disbursements of counsel for other jurisdictions which have been agreed upon between the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, Company and the reasonable fees and disbursements of counsel for Representative, (D) the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; registrar, (viiiE) the reasonable out-of-pocket accountable fees and disbursements incurred by the Underwriters in connection with the offer, sale or marketing of the Securities and performance of the Underwriters’ obligations hereunder, including all reasonable out-of-pocket accountable fees and disbursements of counsel Underwriters’ counsel, and for the avoidance of doubt, excluding any general overhead, salaries, supplies, or similar expenses of the Underwriters incurred in the normal conduct of business, (F) listing fees, if any, (G) all fees, expenses and disbursements relating to background checks of the Agent Company’s officers and directors, (H) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in an aggregate amount not to exceed $50,000 (which amount shall include all connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described in clauses (iii) consultants, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. The expenses to be paid by the Company and reimbursed to the Underwriters under this Section 54(g) should the sale of the Securities provided for herein be consummated shall be capped at $125,000. It If this Agreement is understoodterminated by you pursuant to Section 8 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counselperforming their obligations hereunder, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makebeing understand that such amount shall be capped at $75,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Selling Shareholder, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for any transfer agent or registrar, (E) the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel (not to exceed $30,000) for the Agent Underwriters in connection with, securing any required review by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any road show as defined in Rule 433(h) under the Act (a “road show”) undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of preparing any aircraft and other transportation chartered in connection with the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above)road show; and (ixH) all other costs and expenses of the Company and the Selling Shareholder incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Securities and the transactions contemplated hereby. If the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. If the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Selling Shareholder to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Selling Shareholder is not fulfilled, the Seller Shareholder will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. If this Agreement is terminated by the Representatives pursuant to Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 10 hereof, each of the Agent Company and the Selling Shareholder, severally but not jointly, will pay reimburse the several Underwriters for 50% of all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, upon consummation of the Agent that the Company transactions contemplated hereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Shares and the Underwriters’ Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Shares, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any Blue Sky including blue sky memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Underwriters shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; , (vF) all fees listing fees, if any, (G) the cost and expenses of the Company and the actual, out-of-pocket expenses of the Underwriters relating to investor presentations or any “road show” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; Shares, (viH) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable actual fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Underwriters’ Counsel, and (iv) above); and (ixI) all other actual, out-of-pocket costs and expenses of the Underwriters incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; provided, however, thatthat the maximum amount of the Underwriters’ expenses that the Company shall be obligated to pay or cause to be paid pursuant to (E) (not including filing fees), except as provided in (G), (H) and (I) hereof shall be $300,000. If this Agreement is terminated by the Representative pursuant to Section 5 and Section 7 hereof, 8 hereof or if the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any sale of the Shares provided for herein is not consummated by itreason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Shares or in contemplation of performing its obligations hereunder. The parties acknowledge that prior to the date hereof the Company paid to the Representative a retainer in the amount of $25,000 (the “Retainer”), which Retainer shall be credited against any advertising expense reimbursement otherwise due to the Underwriters in connection with the issuance and sale of the Shares; provided, however, if such expenses connected with any offers it may makeare less than $25,000, the Representative shall reimburse the balance of the retainer to the Company.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable and delivery documented fees and disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants (vi) other than representatives of the Underwriters), including 50% of the cost of preparing any aircraft chartered with the Shares; prior written consent of the Company in connection with the road show (viiwith the remaining 50% of such costs to be paid by the Underwriters), (H) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable all fees and disbursements of counsel to incurred by the Agent Underwriters in an aggregate amount not to exceed $50,000 (which amount shall include all fees connection with the Directed Stock Program and disbursements of such counsel described stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in clauses (iii) connection with the Directed Stock Program and (iv) above); and (ixG) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except Except as provided in this Section 5 and Section 7 hereof, 6 entitled “Indemnification and Contribution,” the Agent Underwriters will pay all of its own their costs and expenses. If this Agreement is terminated by the Representatives pursuant to Section 9(a)(i) hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including the but not limited to fees and disbursements of its counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, but not limited to, reasonable fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Securities, sale of the Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $150,000 in the aggregate, (I) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel relating to the Agent in an aggregate amount not to exceed $50,000 Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (which amount shall include all fees and disbursements or other similar software) for the offering of such counsel described in clauses (iii) the Securities and (iv) above); and (ixJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, the Time of Sale Disclosure Package, the Prospectus, Prospectus Supplementany issuer free writing prospectus and any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriter’s counsel in an amount not to exceed $10,000 incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees, and reasonable fees and disbursements of Underwriter’s counsel for the Agent in an amount not to exceed $30,000 incurred in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of preparing any aircraft chartered in connection with the Shares; road show (vii) and the costs and charges Underwriter shall pay 50% of the cost of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iiiaircraft) and (iv) above); and (ixH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by the Underwriter pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any agreement on its or their part to be performed, or because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, the Company or such Selling Stockholder will reimburse the Underwriter for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriter in this Section 5connection with its investigation, preparing to market and marketing the Securities or in contemplation of performing its obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(a)(vii), the Agent will Underwriter shall pay all of its own costs and expenses, including any travel, lodging and other expenses of the fees Underwriter or any of its counsel, transfer taxes on resale of any of the Shares employees or representatives incurred by it, and any advertising expenses connected it in connection with any offers it may makeroad show.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid paid, (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), closing documents, the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vE) listing fees, if any, (F) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (G) all reasonable, accountable travel and other out-of-pocket expenses of the Underwriters, including all reasonable, accountable fees and disbursements of Underwriters’ counsel arising out of the offering contemplated by this Agreement, but excluding all fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA (the “Underwriters’ Counsel Fees”). Any of the foregoing expenses that are identified in connection with listing clauses (A) through (G) that are considered an item of value under FINRA rule 5110 shall be capped to a maximum amount of $150,00. The Company will pay or quoting the Shares on the Nasdaq Capital Market; cause to be paid: (vii) the cost of preparing the Sharesstock certificates; (viiii) the costs cost and charges of any the transfer agent or registrar or any dividend distribution agent; (viii) for the reasonable fees Stock and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ix) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company pursuant to this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make4(g).

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel but excluding, for the avoidance of doubt, fees and accountants in connection with the registration disbursements of the Shares under the 1933 Act and all other expenses Underwriters’ counsel, which shall be subject to clause (I) below) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all reasonable filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for any transfer agent or registrar, (E) the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any reasonable filing fees incident to, and the reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with, incident to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; Securities, (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; and (I) all other reasonable costs and out-of-pocket expenses of the Underwriters (including reasonable fees and disbursements of counsel) incident to the performance of their obligations hereunder not otherwise specifically provided for herein; provided, however, thatsuch costs and expenses provided for in clauses (C), except as (E) and (I) shall not exceed $300,000 in the aggregate, in each case, without the Company’s prior written consent. Notwithstanding the above, if this Agreement is terminated by the Representative pursuant to Section 10 hereof or if the sale of the Securities provided in this Section 5 and Section 7 hereoffor herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to reasonable fees and disbursements of its own counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder in an aggregate amount to the Representative not to exceed $300,000 without the prior written consent of the Company, such amount to also include such costs and expensesexpenses provided for in clauses (C), including (E), and (I). The Company shall not in any event be liable to the fees of its counsel, transfer taxes on resale Underwriters for loss of any of anticipated profits from the Shares transactions contemplated by it, and any advertising expenses connected with any offers it may makethis Agreement.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities, (H) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein and (I) all other costs and expenses of the Underwriters incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein, provided, however, that in no event shall the Company be obligated to reimburse the Underwriters and their counsel for fees, disbursements and other expenses in an aggregate amount in excess of $100,000. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or quoting if the Shares sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the Nasdaq Capital Market; part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable including but not limited to fees and disbursements of counsel counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Agent Securities or in contemplation of performing their obligations hereunder in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make100,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable, out-of-pocket, accountable expenses of the Nasdaq Capital Market; Underwriter (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the including but not limited to reasonable fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate contemplation of performing its obligations hereunder, which amount will not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described 100,000 in clauses (iii) the aggregate, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereofof the states and other jurisdictions which you shall designate, including the reasonable reasonably incurred fees and disbursements of counsel for the Agent Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; qualification, (ivD) any all filing fees incident to, and the reasonable reasonably incurred fees and disbursements of counsel for to the Agent Underwriters in connection with, any required with the review by FINRA and qualification of the terms offering of the sale of the Shares; Securities by FINRA, (vE) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A related to the Securities and all costs and expenses incident to listing or quoting the Shares Securities on the Nasdaq The NASDAQ Capital Market; , (viF) the cost of preparing the Shares; (vii) the costs all fees and charges expenses of any transfer agent, warrant agent or registrar or any dividend distribution agent; registrar, (viiiG) the reasonable out-of-pocket accountable fees and disbursements incurred by the Underwriters in connection with the offer, sale or marketing of the Securities and performance of the Underwriters’ obligations hereunder, including all reasonable out-of-pocket accountable fees and disbursements of counsel Underwriters’ counsel, and for the avoidance of doubt, excluding any general overhead, salaries, supplies, or similar expenses of the Underwriters incurred in the normal conduct of business, (H) all fees, expenses and disbursements relating to background checks of the Agent Company’s officers and directors (I) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in an aggregate amount not to exceed $50,000 (which amount shall include all connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants and the cost of any aircraft chartered in clauses (iii) connection with the road show, and (iv) above); and (ixJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs The fees and expenses, including which includes the fees and expenses of its the Underwriters’ counsel, transfer taxes on resale to be paid by the Company and reimbursed to the Underwriters under this Section 4(g) shall not exceed $150,000, which amount shall include any amounts paid to the Underwriters pursuant to clauses (D), (G), (H) and (I) of this Section 4(g). If this Agreement is terminated by you pursuant to Section 8 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Shares Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by itthe Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and any advertising expenses connected disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with any offers it may maketheir investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel in an amount not to exceed $10,000 incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees, and reasonable fees and disbursements of Underwriters’ counsel for the Agent in an amount not to exceed $30,000 incurred in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of preparing any aircraft chartered in connection with the Shares; road show (vii) and the costs and charges Underwriters shall pay 50% of the cost of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iiiaircraft) and (iv) above); and (ixH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by the Representatives pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, the Company or such Selling Stockholder will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in this Section 5connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(a)(vii), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, and any advertising expenses connected them in connection with any offers it may makeroad show.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) (i) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriter’s counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate and (ii) hereof, including the reasonable filing fees and fees and disbursements of Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, which fees and disbursements of Underwriter’s counsel in the case of (vi) all and (ii) shall equal an aggregate amount of $15,000 (excluding applicable filing fees), (D) the fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; registrar, (viiiE) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) listing fees, if any, and (iv) above); and (ixF) all other reasonable costs and expenses of the Company and the Selling Stockholder incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Underwriter pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the Underwriter for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriter in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable and delivery documented fees and disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of preparing any aircraft chartered in connection with the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) road show, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein; provided that in the case of clauses (C) and (E), the Company shall not be obligated to reimburse fees and expenses of counsel for the Underwriters in excess of $10,000 and $35,000, respectively. If this Agreement is terminated by the Representatives pursuant to Section 59 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable, documented out-of-pocket accountable disbursements (including but not limited to reasonable, documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges subject to the limitations set forth above) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(g), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, them in connection with any road show and any advertising travel and lodging expenses connected incurred in connection with any offers it may makedrafting sessions and other meetings.

Payment and Reimbursement of Expenses. The Company covenants and agrees with the Agent that Subsidiary, whether or not the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s and the Subsidiary’s accountants and counsel and accountants in connection with the registration any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any Blue Sky including blue sky memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all reasonable and any other documents in connection with the offering, purchase, sale documented filing fees and delivery fees and disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate (such fees and expenses of counsel not to exceed $15,000), (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all such fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 25,000), (which amount shall include all F) listing fees, if any, (G) the cost and expenses of the Company and the Subsidiary relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company, the Subsidiary and any such counsel described consultants (other than representatives of the Underwriters), and fifty percent (50%) of the cost of any aircraft chartered with the prior written consent of each of the Company and the representatives of the Underwriters in clauses (iii) connection with the road show, and (iv) above); and (ixH) all other reasonable costs and expenses of the Company, any Selling Stockholder and the Subsidiary incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representatives pursuant to Section 5. It 9(a)(i) or (ii) hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, however, that, except as provided in this Section 5 and Section 7 hereofrefusal or inability on the part of the Company, the Agent Selling Stockholders or the Subsidiary to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company, the Selling Stockholders or the Subsidiary is not fulfilled, the Company and the Subsidiary or such Selling Stockholder, as the case may be, will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including, but not limited to, fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges, subject to the fees limitations set forth in (E) and (G)) reasonably incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriter’s counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Underwriter shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) road show, and (iv) above); and (ixH) all other costs and expenses of the Underwriter incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; provided, however, thatthat the aggregate expenses payable by the Company under Subsections (C) with respect to the fees and disbursements of Underwriter’s counsel, except as (E) with respect to the fees and disbursements of Underwriter’s counsel, and (H) shall not exceed $150,000. If this Agreement is terminated by the Underwriter pursuant to Section 8 hereof or if the sale of the Firm Shares and Firm Warrants provided in this Section 5 and Section 7 hereoffor herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the Underwriter for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriter in connection with its investigation, preparing to market and marketing the Securities or in contemplation of performing its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeobligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is otherwise terminated (but subject to clause I below), will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: transferees) incurred in connection with the delivery to the Underwriters of the Shares, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with counsel, but excluding, for the registration avoidance of doubt, reasonable fees and disbursements of the Shares under the 1933 Act and all other expenses Underwriters’ counsel, which shall be paid pursuant to clause (I) below) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Shares, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all reasonable filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for any transfer agent or registrar, (E) the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any reasonable filing fees incident to, and the reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with, incident to any required review and approval by FINRA of the terms of the sale of the Shares; , (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost marketing of preparing the Shares; , (viiH) the all other costs and charges expenses of any transfer agent or registrar or any dividend distribution agent; the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein and (viiiI) all other reasonable costs and out-of-pocket expenses of the Underwriters (including reasonable fees and disbursements of counsel counsel) incident to the Agent performance of its obligations hereunder not otherwise specifically provided for here, provided however such costs and expenses provided for in this clause (C), (E) and (I) shall not exceed $125,000 in the aggregate, without the Company’s prior written consent. Notwithstanding the above, if this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Shares provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Shares or in contemplation of performing their obligations hereunder in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described 75,000 in clauses (iii) and (iv) above); and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understoodaggregate, however, that, except as provided in this Section 5 and Section 7 hereof, without the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeCompany’s prior written consent.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, The Company will reimburse the Agent will pay all of its own costs and Representatives for the Underwriters’ reasonable out-of-pocket expenses, including the reasonable legal fees and disbursements, in connection with the purchase and sale of the Securities contemplated hereby up to an aggregate of $50,000 (including amounts payable pursuant to clauses (C) and (E) above), without the Company’s prior written consent. If this Agreement is terminated by the Representatives pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the several Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Representative shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable and documented, out-of-pocket expenses incurred by the Nasdaq Capital Market; Underwriters (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable including, but not limited to, travel, databases, fees and disbursements of counsel counsel, and of other consultants and advisors retained by the Underwriters) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Securities, sale of the Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the aggregate (less the advance to the Agent Representative in an aggregate the amount not to exceed of $50,000 (the “Advance”), the receipt of which amount shall include all fees and disbursements of such counsel described in clauses (iii) the Representative hereby acknowledges), and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understoodThe Representative shall promptly reimburse the Company for the portion, howeverif any, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising Advance not used for actual out-of-pocket expenses connected with any offers it may makeif the offering contemplated hereby is not consummated.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all such fees and expenses of counsel not to exceed $20,000, excluding filing fees), (F) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with listing marketing of the Securities, including, without limitation, expenses associated with the preparation or quoting dissemination of any electronic road show, expenses associated with the Shares on production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the Nasdaq Capital Market; road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants (vi) other than representatives of the Underwriters), including 50% of the cost of preparing any aircraft chartered in connection with the Shares; road show (viiwith the remaining 50% of such costs to be paid by the Underwriters), (H) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable all fees and disbursements of counsel to incurred by the Agent Underwriters in an aggregate amount not to exceed $50,000 (which amount shall include all fees connection with the Directed Stock Program and disbursements of such counsel described stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in clauses (iii) connection with the Directed Stock Program and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except Except as provided in this Section 5 and Section 7 6 hereof, the Agent Underwriters will pay all of its own their costs and expenses. If this Agreement is terminated by the Representatives pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including the but not limited to fees and disbursements of its counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of states and other jurisdictions which you shall designate, (D) the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; registrar, (viiiE) the reasonable out-of-pocket accountable fees and disbursements incurred by the Underwriters in connection with the offer, sale or marketing of the Securities and performance of the Underwriters’ obligations hereunder, including all reasonable out-of-pocket accountable fees and disbursements of counsel Underwriters’ counsel, and for the avoidance of doubt, excluding any general overhead, salaries, supplies, or similar expenses of the Underwriters incurred in the normal conduct of business, (F) listing fees, if any, (G) all fees, expenses and disbursements relating to background checks of the Agent Company’s officers and directors, (H) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in an aggregate amount not to exceed $50,000 (which amount shall include all connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants, and the cost of any aircraft chartered in clauses (iii) connection with the road show, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. The expenses to be paid by the Company and reimbursed to the Underwriters under this Section 54(g) shall be capped at $135,000. It If this Agreement is understoodterminated by you pursuant to Section 8 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counselperforming their obligations hereunder, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makebeing understand that such amount shall be capped at $75,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; fees, if any, (vi) the cost of preparing the Shares; (viiG) the costs and charges expenses of any transfer agent or registrar the Company relating to investor presentations or any dividend distribution agent; “roadshow” undertaken in connection with marketing of the Securities, (viiiH) all reasonable, out-of-pocket accountable expenses of the Underwriters (including, but not limited to, reasonable fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate contemplation of performing its obligations hereunder, which amount will not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described 110,000 in clauses (iii) the aggregate, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offeringreasonable, purchase, sale actual and delivery documented fees and disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable, actual and documented out-of-pocket expenses of the Nasdaq Capital Market; Underwriters (vi) the cost of preparing the Shares; (vii) the costs including, but not limited to, reasonable, actual and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable documented fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable, actual and documented travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements contemplation of such counsel described in clauses (iii) performing their obligations hereunder, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; provided, however, that, except as provided that the expenses to be paid by the Company and reimbursed to the Underwriters under the foregoing sections (A) through (H) shall not exceed $100,000 in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeaggregate.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; fees, if any, (vi) the cost of preparing the Shares; (viiG) the costs and charges expenses of any transfer agent or registrar the Company relating to investor presentations or any dividend distribution agent; (viii) “roadshow” undertaken in connection with marketing of the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understoodIn addition, however, that, except as provided in this Section 5 and Section 7 hereofupon the request of the Underwriters, the Agent Company will pay promptly reimburse the Underwriters for (i) all reasonable, out-of-pocket, accountable fees and disbursements of counsel retained by the Underwriters with the Company’s consent; (ii) all of its own costs the Underwriters’ reasonable out-of-pocket accountable travel and expenses, including related expenses incurred by the fees of its counsel, transfer taxes on resale of any Underwriters arising out of the Shares Underwriters’ engagement hereunder; and (iii) any other reasonable out-of-pocket accountable expenses incurred by itthe Underwriters in connection with the performance of their services hereunder; provided that the total amount of such reimbursable expenses pursuant to clauses (i), (ii), and (iii) above will not exceed $100,000 in the aggregate; and provided further, that this $100,000 limitation will not apply to any advertising expenses connected with any offers it may makeitems described in clauses (A) through (H) above that are paid by and reimbursed to the Underwriters or their counsel.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with fees and, subject to clause (E), the offering, purchase, sale and delivery reasonable disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities up to, together with the fees of Underwriters’ counsel set forth in clause (vC), an aggregate of $25,000, (F) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of preparing any aircraft chartered in connection with the Shares; road show (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) remaining 50% to be paid for by the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Underwriters), and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representatives pursuant to Section 5. It 9(a)(i) or Section 9(a)(ii) hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing of the Securities or in contemplation of performing their obligations hereunder. The Company also agrees that if (x) the First Closing Date occurs or (y) this Agreement is terminated by the Representative pursuant to Section 9 hereof or the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its own part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs and expenses of the Underwriters incurred in connection with the offering of the Securities contemplated hereby; provided that such costs and expenses, including the fees of its counsel, transfer taxes on resale of any together with all other costs and expenses of the Shares by itUnderwriters provided for in this Section 4(g), and any advertising expenses connected with any offers it may makeshall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, the Time of Sale Disclosure Package, the Prospectus, Prospectus Supplementany issuer free writing prospectus and any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriter’s counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which the Underwriter shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; Securities, (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein and (I) all other costs and expenses of the Underwriter incident to the performance of its obligations hereunder not otherwise specifically provided for herein provided, however, thatthat the aggregate expenses payable by the Company under this Subsection (I) shall not exceed $100,000. If this Agreement is terminated by the Underwriter pursuant to Section 8 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, except as provided in this Section 5 and Section 7 hereofrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the Underwriter for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriter in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counselperforming their obligations hereunder; provided, transfer taxes on resale however, that in no event shall the Company be liable to the Underwriter for loss of any anticipated profits from the offering of the Shares by it, and any advertising expenses connected with any offers it may makeSecurities.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees and any applicable stamp taxes) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel or consultants) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) issuer free writing prospectus and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident toamendment thereof or supplement thereto, and the reasonable fees printing, delivery, and disbursements shipping of counsel for this Agreement and other underwriting documents, (C) the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar registrar, (D) listing fees, if any, (E) the cost and expenses of the Company relating to investor presentations or any dividend distribution agent; (viii) “roadshow” undertaken in connection with marketing of the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixF) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto any issuer free writing prospectus and the mailing printing, delivery, and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, which fees shall not exceed $10,000, (D) hereofthe fees and expenses of the transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of the Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, which fees shall not exceed $10,000, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities, including any bookbuilding or quoting similar software, (H) the Shares on the Nasdaq Capital MarketCompany’s costs and expenses of any Testing-the-Waters Communications; (viI) all reasonable and documented out-of-pocket expenses of the cost of preparing the Shares; Underwriters (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable including, but not limited to, fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate amount not to exceed $50,000 (contemplation of performing their obligations hereunder, which amount shall include all fees and disbursements of such counsel described not exceed $150,000 in clauses (iii) the aggregate, and (iv) above); and (ixJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel but excluding, for the avoidance of doubt, fees and accountants in connection with the registration disbursements of the Shares under the 1933 Act and all other expenses Underwriters’ counsel, which shall be subject to clause (I) below) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all reasonable filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for any transfer agent or registrar, (E) the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any reasonable filing fees incident to, and the reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with, incident to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; Securities, (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understoodherein; and (I) all other reasonable costs and out-of-pocket expenses of the Underwriters (including reasonable fees and disbursements of counsel) incident to the performance of their obligations hereunder not otherwise specifically provided for herein; provided, however, thatsuch costs and expenses provided for in clauses (C) and (E) shall not exceed $25,000 in the aggregate and such costs and expenses in clause (I) shall not exceed $100,000 in the aggregate, except as in each case, without the Company’s prior written consent. Notwithstanding the above, if this Agreement is terminated by the Representative pursuant to Section 10 hereof or if the sale of the Securities provided in this Section 5 and Section 7 hereoffor herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to reasonable fees and disbursements of its own counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder in an aggregate amount to the Representative not to exceed $125,000 without the prior written consent of the Company, such amount to also include such costs and expensesexpenses provided for in clauses (C), including (E), and (I). The Company shall not in any event be liable to the fees of its counsel, transfer taxes on resale Underwriters for loss of any of anticipated profits from the Shares transactions contemplated by it, and any advertising expenses connected with any offers it may makethis Agreement.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s 's accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters' counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (C) all fees and expenses of the Underwriters (including any compilations thereof) fees and any other documents in connection with the offering, purchase, sale and delivery expenses of the Shares; (iiiUnderwriters' counsel) all in an amount not to exceed $200,000, including any fees and expenses incurred in connection with the qualification of the Shares Securities for offering and sale under state securities laws as provided in Section 3(bby the Representative, (D) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with of the transfer agent or registrar, (E) listing or quoting the Shares on the Nasdaq Capital Market; fees, if any, (vi) the cost of preparing the Shares; (viiF) the costs and charges expenses of any transfer agent or registrar the Company relating to investor presentations or any dividend distribution agent; (viii) "roadshow" undertaken in connection with marketing of the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixG) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out‑of‑pocket, accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees of its counselUnderwriters in connection with their investigation, transfer taxes on resale of any preparing to market and marketing the Securities, sale of the Shares by itSecurities or in contemplation of performing their obligations hereunder, and any advertising expenses connected with any offers it may makethe qualification of the Securities for offering and sale by the Underwriters, which amount will not exceed $200,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees and the costs of printing, preparing and delivering warrant certificates) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of the Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities, including any bookbuilding or quoting similar software, (I) all out-of-pocket expenses of the Shares on the Nasdaq Capital Market; Underwriters (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable including, but not limited to, fees and disbursements of the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate amount not to exceed $50,000 (contemplation of performing their obligations hereunder, which amount shall include all fees and disbursements of such counsel described not exceed $100,000 in clauses (iii) the aggregate, and (iv) above); and (ixJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred by the Company in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities, including any bookbuilding or quoting the Shares on the Nasdaq Capital Market; similar software, (viH) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of the Underwriter’s counsel up to a maximum of $150,000, (I) all out-of-pocket expenses of the Underwriter (including, but not limited to, the Underwriter’s reasonable travel, database, software, commemorative mementos and lucite tombstone, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Securities, sale of the Securities or in contemplation of performing its obligations hereunder, which amount, in addition to the Agent amounts reimbursed pursuant to Section 4(a)(vii)(H), shall not exceed $175,000 in the aggregate, (J) costs of background checks purchased by the Underwriter on the Company’s senior management, in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) 7,500, and (iv) above); and (ixK) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided of the states and other jurisdictions which you shall designate (such fees and disbursements not to exceed $10,000 in Section 3(bthe aggregate), (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable such fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 20,000 in the aggregate), (which amount shall include all F) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants, and 50% of the cost of any aircraft chartered in clauses connection with the road show, (iii) and (iv) above); and (ixH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make.for

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If the transactions contemplated hereunder are consummated or this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters up to $100,000 for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for any transfer agent or registrar, (E) the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees and reasonable, out-of-pocket, accountable expenses in connection with listing or quoting of the Shares on the Nasdaq Capital Market; Underwriter (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the including but not limited to reasonable fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate contemplation of performing its obligations hereunder, which amount of expenses will not to exceed $50,000 100,000, (which amount shall include all G) listing fees, if any, (H) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants, and the cost of any aircraft chartered in clauses (iii) connection with the road show, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Sharesroad show; (vii) provided, that the costs and charges Company shall pay 50% of the cost of any transfer agent or registrar or aircraft chartered in connection with the road show and the Underwriters shall pay 50% of the cost of any dividend distribution agent; such aircraft , (viiiH) the reasonable all reasonable, documented fees and disbursements of counsel to incurred by the Agent Underwriters in an aggregate amount not to exceed $50,000 (which amount shall include all fees connection with the Directed Stock Program and disbursements of such counsel described stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in clauses (iii) connection with the Directed Stock Program and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by Xxxxx Xxxxxxx pursuant to Sections 9(a)(i) or 9(a)(ii) hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in this Section 5connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(a)(vii), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, and any advertising expenses connected them in connection with any offers it may makeroad show.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Shares, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Shares, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; , (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost marketing of preparing the Shares; , (viiH) all reasonable, out-of-pocket, accountable expenses of the costs and charges of any transfer agent or registrar or any dividend distribution agent; Underwriter (viii) the including but not limited to reasonable fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Shares, sale of the Shares or in an aggregate contemplation of performing its obligations hereunder, which amount will not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described 100,000 in clauses (iii) the aggregate, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) blue sky memoranda (covering the states and any other documents in connection with the offeringapplicable jurisdictions), purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees and fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereofof the states and other jurisdictions which you shall designate, including the reasonable reasonably incurred fees and disbursements of counsel for the Agent Underwriter in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; qualification, (ivD) any all filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable reasonably incurred fees and disbursements of counsel to the Agent Underwriter in an aggregate amount not connection with the review and qualification of the offering of the Securities by FINRA, (E) all fees and expenses incident to exceed $50,000 listing the Securities on The NASDAQ Capital Market, (which amount shall include F) all fees and expenses of any transfer agent, warrant agent or registrar, (G) the reasonable out-of-pocket accountable fees and disbursements incurred by the Underwriter in connection with the offer, sale or marketing of the Securities and performance of the Underwriter’s obligations hereunder, including all reasonable out-of-pocket accountable fees and disbursements of Underwriter’s counsel, and for the avoidance of doubt, excluding any general overhead, salaries, supplies, or similar expenses of the Underwriter incurred in the normal conduct of business, (H) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors (I) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and reasonable travel and lodging expenses of the Underwriter and officers of the Company and any such counsel described in clauses (iii) consultants, and (iv) above); and (ixJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs The fees and expenses, including which includes the fees and expenses of its the Underwriter’s counsel, transfer taxes on resale of to be paid by the Company and reimbursed to the Underwriter under this Section 4(g) shall not exceed $40,000, which amount shall include any amounts paid to the Underwriter pursuant to any of the Shares clauses of this Section 4(g), it being understood that that in addition to this reimbursement, the Company shall also pay the Underwriter a non-accountable expense allowance equal to 0.5% of the public offering price of the Securities (excluding any amounts from the sale of the Option Shares). If this Agreement is terminated by ityou pursuant to Section 8(a) hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriter for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and any advertising expenses connected disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriter in connection with any offers it may maketheir investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants but, except as otherwise provided in connection with the registration (H) below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter or Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses reasonable filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable, out-of-pocket, accountable expenses of the Nasdaq Capital Market; Underwriter (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the including but not limited to reasonable fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate contemplation of performing its obligations hereunder, which amount will not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) 125,000 without the Company’s consent, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriter’s counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereof, including the reasonable fees and disbursements expenses of counsel for the Agent in connection with such qualification and in connection with transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on Securities, (H) all reasonable and documented, out-of-pocket, accountable expenses of the Nasdaq Capital Market; Underwriter (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the including but not limited to reasonable fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate contemplation of performing its obligations hereunder, which total amount of reimbursable expenses will not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) 50,000, and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Investors of the Securities, (iB) all reasonable out-of-pocket expenses (including fees and expenses of the feesUnderwriters’ counsel) incurred by the Underwriters in connection with the transactions contemplated hereunder up to $250,000, disbursements (C) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration including fees of the Shares under Underwriters’ counsel to the 1933 Act and all other expenses extent allowed above) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofD) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Company under state the securities or blue sky laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of states and other jurisdictions which you shall designate, (E) the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar registrar, (F) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any dividend distribution agent; (viii) “roadshow” undertaken in connection with marketing of the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery reasonable and documented expenses of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements reasonable and documented expenses of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because of any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse Cxxxx-Xxxxxx Capital Group LLC for (x) all reasonable out-of-pocket accountable fees and all reasonable and documented expenses of counsel retained by Cxxxx-Xxxxxx Capital Group LLC, (y) all of its own costs Cxxxx-Xxxxxx Capital Group LLC’s reasonable and out-of-pocket accountable travel and related reasonable and documented expenses and (z) any other reasonable and documented out-of-pocket accountable expenses incurred by Cxxxx-Xxxxxx Capital Group LLC in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder up to $125,000. Notwithstanding anything to the contrary herein, the aggregate amount of fees and expenses, including the fees and expenses of its counsel, transfer taxes on resale of any of to be reimbursed by the Shares by it, and any advertising expenses connected with any offers it may makeCompany to Cxxxx-Xxxxxx Capital Group LLC shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale reasonable fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) the filing fees and reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Sharesroad show; (vii) provided, that the costs and charges Company shall pay 50% of the cost of any transfer agent or registrar or aircraft chartered in connection with the road show and the Underwriters shall pay 50% of the cost of any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) aircraft and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for herein. If this Agreement is terminated by Xxxxx Xxxxxxx pursuant to Sections 9(a)(i) or 9(a)(ii) hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in this Section 5connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. It is understood, however, that, that except as provided otherwise explicitly set forth in this Section 5 and Section 7 hereof4(a)(vii), the Agent will Underwriters shall pay all of its their own costs and expenses, including any travel, lodging and other expenses of the fees of its counsel, transfer taxes on resale of Underwriters or any of the Shares their employees or representatives incurred by it, and any advertising expenses connected them in connection with any offers it may makeroad show.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments shipping of this Agreement and supplements thereto other underwriting documents, including Blue Sky Memoranda (covering the states and the mailing and delivering of copies thereof other applicable jurisdictions), (C) subject to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementlimitation set forth below, any Blue Sky all filing fees and Legal Investment Memoranda, closing documents (including any compilations thereof) fees and any other documents in connection with the offering, purchase, sale and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of any transfer agent or registrar, including (E) subject to the reasonable limitation set forth below, the filing fees and fees and disbursements of the Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with listing or quoting the Shares on road show presentations with the Nasdaq Capital Market; (vi) prior approval of the Company, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of preparing any aircraft chartered in connection with the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) road show, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5herein. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, The Company will reimburse the Agent will pay all of its own costs and Representative for the Underwriters’ reasonable out-of-pocket expenses, including the reasonable legal fees and disbursements, in connection with the purchase and sale of the Securities contemplated hereby up to an aggregate of $350,000 (including amounts payable pursuant to clauses (C) and (E) above and Section 4(xv) below); without the Company’s prior written consent. If this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its or their part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to the reasonable fees and disbursements of counsel, transfer taxes on resale printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of any performing their obligations hereunder up to an aggregate of the Shares by it, and any advertising expenses connected with any offers it may make$250,000.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred by the Company in connection with the delivery to the Underwriter of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s counsel accountants and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iiiC) all expenses filing fees incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriter or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions which you shall designate, (D) hereofthe fees and expenses of the transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriter’s counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing marketing of the Securities, including any bookbuilding or quoting similar software, (H) all out-of-pocket expenses of the Shares on the Nasdaq Capital Market; Underwriter (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable including, but not limited to, fees and disbursements of the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the Company, preparing to market and marketing the Agent Securities, sale of the Securities or in an aggregate amount not to exceed $50,000 (contemplation of performing its obligations hereunder, which amount shall include all fees and disbursements of such counsel described not exceed $110,000 in clauses (iii) the aggregate, and (iv) above); and (ixI) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5 and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeherein.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(b) hereofof the states and other jurisdictions which you shall designate, including the reasonable such fees and disbursements of Underwriters’ counsel for not to exceed $5,000, (D) the Agent in connection with such qualification fees and in connection with expenses of any transfer agent or registrar, (E) the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with, incident to any required review and approval by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable Securities, such fees and disbursements of Underwriters’ counsel to the Agent in an aggregate amount not to exceed $50,000 20,000, (which amount shall include all F) reasonable and documented road show expenses and fees, (G) listing fees, if any, (H) the cost and expenses of the Company relating to investor presentations or any road show undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such counsel described consultants, and 50% of the cost of any aircraft chartered in clauses (iii) connection with the road show and (iv) above); and (ixI) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representatives pursuant to Section 5. It 9(a) hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments and supplements thereto and the mailing and delivering shipping of copies thereof to the Agent; (ii) the cost of printing or producing this Agreement or any Terms Agreementand other underwriting documents, any including Blue Sky Memoranda (covering the states and Legal Investment Memorandaother applicable jurisdictions), closing documents (including any compilations thereofC) all filing fees, and any other documents in connection with the offering, purchase, sale fees and delivery disbursements of the Shares; (iii) all expenses Underwriters’ counsel not to exceed $150,000 incurred in connection with the qualification of the Shares Securities for offering and sale by the Underwriters or by dealers under state the securities or blue sky laws as provided in Section 3(bof the states and other jurisdictions that you shall designate, (D) hereofthe fees and expenses of the Custodian and any transfer agent or registrar, including (E) the reasonable filing fees and fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities, (vF) all fees listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations or any “roadshow” undertaken in connection with listing or quoting marketing of the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 (which amount shall include all fees and disbursements of such counsel described in clauses (iii) Securities, and (iv) above); and (ixH) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.

Payment and Reimbursement of Expenses. The Company covenants and agrees with Company, whether or not the Agent that the Company transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the following: respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (iB) the feesall expenses and fees (including, disbursements without limitation, fees and expenses of the Company’s accountants and counsel and accountants in connection with the registration but, except as otherwise provided below, not including fees of the Shares under the 1933 Act and all other expenses Underwriters’ counsel) in connection with the preparation, printing printing, filing, delivery, and filing shipping of the Registration StatementStatement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Base Securities, each Preliminary Prospectus, Prospectus Supplementthe Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus issuer free writing prospectus and any amendment thereof or supplement thereto, and the Prospectus printing, delivery, and amendments shipping of this Agreement and supplements thereto other underwriting documents, including Blue Sky Memoranda (covering the states and the mailing and delivering of copies thereof to the Agent; other applicable jurisdictions), (iiC) the cost fees and expenses of printing any transfer agent or producing this Agreement or any Terms Agreementregistrar, any Blue Sky (D) the filing fees and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of Underwriters’ counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, to any required review and approval by FINRA of the terms of the sale of the Shares; Securities (v) all such fees and expenses in connection with listing or quoting the Shares on the Nasdaq Capital Market; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the reasonable fees and disbursements of counsel to the Agent in an aggregate amount not to exceed $50,000 25,000), (which amount shall include all fees E) listing fees, if any, (F) the cost and disbursements expenses of such counsel described the Company relating to investor presentations or any “roadshow” undertaken in clauses (iii) connection with marketing of the Securities, and (iv) above); and (ixG) all other costs and expenses of the Company incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in herein. If this Agreement is terminated by the Representative pursuant to Section 5. It 9 hereof or if the sale of the Securities provided for herein is understoodnot consummated by reason of any failure, howeverrefusal or inability on the part of the Company to perform any agreement on its or their part to be performed, that, except as provided in this Section 5 and Section 7 hereofor because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled, the Agent Company will pay reimburse the several Underwriters for all reasonable out-of-pocket accountable disbursements (including but not limited to fees and disbursements of its own costs and counsel, printing expenses, including travel expenses, postage, facsimile and telephone charges) incurred by the fees Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may makeperforming their obligations hereunder.