Common use of Payment and Reimbursement of Expenses Clause in Contracts

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $150,000 in the aggregate, (I) all fees and expenses relating to the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the offering of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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) Securities and (GJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket accountable expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $110,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the any transfer agent or registrar, (E) 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 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, (FG) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, (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 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 (providedshow, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under this Section 4(g) the First Closing Date occurs or (y) shall be capped at $135,000. If this Agreement is terminated by the Representative you pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing their obligations hereunder, it being understand that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), amount shall not exceed be capped at $125,00075,000.

Payment and Reimbursement of Expenses. The Company, whether or not upon consummation of the transactions contemplated hereunder are consummated or this Agreement is terminatedhereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities and the Representative’s Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company Underwriters incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein, 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. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel reasonably incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the SecuritiesSecurities (it being understood and agreed that except as provided elsewhere in this Section 4(a)(vii), includingthe Company will pay all of the travel, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides lodging and graphics, fees and other expenses of the Underwriters or any consultants engaged of their employees incurred by them in connection with any “roadshow”), (H) the road show presentations with the prior approval fees and disbursements of the Company, travel and lodging expenses of the officers of the Company and any such consultantsUnderwriters’ counsel, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; or in contemplation of performing their obligations hereunder. Except to the extent otherwise provided that such in this Agreement, the Underwriters will pay all of their own costs and expenses, together with all other costs including the fees and expenses of their counsel, any stock transfer taxes of any Securities held by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the Underwriters provided for contrary in this Section 4(a)(vii)) or elsewhere in this Agreement, (I) the Company shall not 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, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel in an amount not to exceed $10,000 incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees, and reasonable fees and disbursements of Underwriter’s counsel in an amount not to exceed $30,000 incurred in connection with any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, that the Company shall pay 50% of the cost of any such aircraft and the Underwriters Underwriter shall pay 50% of the cost of any such aircraft) and (GH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 Underwriters’ Underwriter’s obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, upon written request 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 Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs and expenses of the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing its obligations hereunder. It is understood, however, that such costs and expenses, together with all other costs and expenses of the Underwriters provided for except as otherwise explicitly set forth in this Section 4(a)(vii), the Underwriter shall not exceed $125,000pay all of its own costs and expenses, including any travel, lodging and other expenses of the Underwriter or any of its employees or representatives incurred by it in connection with any road show.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of including the terms of the sale of the Securities (such reasonably incurred fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 for the Underwriters in the aggregate)connection with such qualification, (D) all filing fees and the reasonably incurred fees and disbursements of counsel to the Underwriters in connection with the review and qualification of the offering of the Securities by FINRA, (E) 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 the Securities on The NASDAQ Capital Market, (F) all fees and expenses of the any transfer agent, warrant agent or registrar, (EG) listing 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 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, if any, expenses and disbursements relating to background checks of the Company’s officers and directors (FI) 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, consultants and the cost of any aircraft chartered in connection with the road show (providedshow, 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 (GJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The fees and expenses, which includes the fees and expenses of the Underwriters’ counsel, to be paid by the Company also agrees that if 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 (xD), (G), (H) the First Closing Date occurs or and (yI) of this Section 4(g). If this Agreement is terminated by the Representative you pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel butbut excluding, except as otherwise provided belowfor the avoidance of doubt, not including fees and disbursements of the Underwriters’ counsel, which shall be subject to clause (I) below) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the reasonable fees and expenses of any transfer agent or registrar, (iiE) the reasonable filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) 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 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, such costs and expenses provided for in clauses (C), (E) and (I) shall not exceed $300,000 in the aggregate, in each case, without the Company’s prior written consent. The Company also agrees that Notwithstanding the above, if (x) the First Closing Date occurs or (y) this Agreement is terminated by the Representative pursuant to Section 9 10 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for all 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 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 expenses provided for in clauses (C), (E), and (I). The Company shall not in any event be liable to the Underwriters for costs and expenses loss of any anticipated profits from the Underwriters incurred in connection with the offering of the Securities transactions contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in by this Section 4(a)(vii), shall not exceed $125,000Agreement.

Payment and Reimbursement of Expenses. The Company, whether or not upon consummation of the transactions contemplated hereunder are consummated or this Agreement is terminatedhereby, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Shares and the Underwriters’ Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the SecuritiesShares, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities Shares 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 the Representatives shall reasonably designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Shares, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 marketing of the SecuritiesShares, including, without limitation, expenses associated with (H) the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, documented fees and expenses disbursements 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 consultantsUnderwriters’ Counsel, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other actual, documented out-of-pocket costs and expenses of the Company Underwriters incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Representatives pursuant to Section 9 8 hereof or if the sale of the Securities 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs all reasonable documented out-of-pocket accountable disbursements (including but not limited to fees and expenses 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. Notwithstanding anything to the contrary, the maximum amount payable by the Company for fees of the Underwriters incurred in connection with and the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), Underwriters’ counsel shall not exceed be $125,00075,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, have been agreed upon between the Company and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Representative, (D) the fees and expenses of the any transfer agent or registrar, (E) 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 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, (FG) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, (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 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 (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under this Section 4(g) should the First Closing Date occurs or (y) sale of the Securities provided for herein be consummated shall be capped at $125,000. If this Agreement is terminated by the Representative you pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing their obligations hereunder, it being understand that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), amount shall not exceed be capped at $125,00075,000.

Payment and Reimbursement of Expenses. The Company, whether (a) In addition to its reimbursement or not the transactions contemplated hereunder are consummated or payment obligations set forth elsewhere in this Agreement is terminatedor in the other Loan Documents, will and prior to the expiration of any Demand Period, Borrower Parties shall pay or cause to be paid (A) Lender or, at Lender’s option, shall reimburse Lender, for all reasonable costs and expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses reasonable attorneys’ fees and fees (including, without limitation, disbursements and fees and expenses of the Company’s accountants appraisers and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counselenvironmental professionals) incurred by Lender in connection with (i) intentionally omitted; (ii) intentionally omitted; (iii) the negotiation, preparation, printingexecution, filingdelivery and administration of any consents, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof waivers or supplement thereto, and the printing, delivery, and shipping of other modifications to this Agreement and the other underwriting documents, Loan Documents and any other documents or matters (including Blue Sky Memoranda leasing matters) requested by Borrower Parties; (covering iv) the states filing and other applicable jurisdictions), (C) all filing recording fees and fees expenses, title insurance and disbursements of the Underwriters’ counsel 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the reasonable fees and expenses of attorneys for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the transfer agent Liens and security interest in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or registrarpreserving any rights, (E) listing feesin response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, if anyin each case against, (F) under or affecting a Borrower Party, this Agreement, the cost and expenses of other Loan Documents, the Company relating to investor presentations Portfolio, or any “road show” undertaken other security given for the Obligations; and (vi) enforcing any obligations of or collecting any payments due from Borrower Parties under this Agreement, the other Loan Documents or with respect to the Portfolio or in connection with marketing any refinancing or restructuring of the Securities, including, without limitation, expenses associated with credit arrangements provided under this Agreement in the preparation nature of a “work-out” or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees insolvency or bankruptcy proceedings. (b) Any costs and expenses due and payable to Lender pursuant to this Section 9.5 shall bear interest at the Default Rate from the expiration of any consultants engaged the applicable Demand Period until Lender receives payment in full. If Borrower Parties fail to reimburse Lender prior to the expiration of the applicable Demand Period, then Lender may, in its discretion, either (i) without additional notice to Borrower Parties, add such amounts to the principal balance of the Obligations to accrue interest at the Contract Rate and be secured by the Loan Documents, or (ii) deem the failure of Borrower Parties to make timely reimbursement to be an Event of Default and continue to accrue interest at the Default Rate 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 consultants, and the cost of any aircraft chartered unpaid amounts until repayment in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000full.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 consultantsconsultants (other than representatives of the Underwriters), and including 50% of the cost of any aircraft chartered with the prior written consent of the Company in connection with the road show (provided, that with the Company shall pay remaining 50% of such costs to be paid by the cost Underwriters), (H) all fees and disbursements of any such aircraft and counsel incurred by the Underwriters shall pay 50% of in connection with the cost of any such aircraft) Directed Stock Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Stock Program and (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) Except as provided in this Section and Section 6 entitled “Indemnification and Contribution,” the First Closing Date occurs or (y) Underwriters will pay all of their costs and expenses. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the SecuritiesSecurities (including without limitation, fees and expenses of the Underwriter’s counsel, in an aggregate amount not to exceed $100,000), (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees expenses and fees and disbursements of the Underwriters’ Company’s accountants and counsel incurred in connection with to the Company but not, for the avoidance of doubt, any expenses or fees of (ix) the qualification Selling Stockholders’ or (y) Underwriter’s counsels in excess 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)100,000, (D) the fees and expenses of the any transfer agent or registrar, ; (E) listing fees, if any, and (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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ Underwriter’s 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 Underwriter 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 Underwriter in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. Notwithstanding anything to the contrary herein, except as provided in this Section 4(a)(vii) and Section 7 hereof, each of the Underwriter and the Selling Stockholders will pay all of its own costs and expenses, including the fees and expenses of its outside legal counsel, stock transfer taxes on the Underwriters sale (or resale) of any of the Securities by it, and any advertising expenses incurred in connection with any offers it or they make with respect to the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000Securities.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriter (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedotherwise terminated (but subject to clause I below), will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the SecuritiesShares, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel butcounsel, except as otherwise provided belowbut excluding, not including for the avoidance of doubt, reasonable fees and disbursements of the Underwriters’ counsel, which shall be paid pursuant to clause (I) below) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the SecuritiesShares, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities Shares 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, (D) the reasonable fees and expenses of any transfer agent or registrar, (iiE) the reasonable filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Shares, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the SecuritiesShares, 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for hereinherein 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 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. The Company also agrees that Notwithstanding the above, if (x) the First Closing Date occurs or (y) this Agreement is terminated by the Representative pursuant to Section 9 hereof or if the sale of the Securities 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with their investigation, preparing to market and marketing the offering Shares or in contemplation of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for performing their obligations hereunder in this Section 4(a)(vii), shall an aggregate amount not to exceed $125,00075,000 in the aggregate, without the Company’s prior written consent.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the several Underwriters or by dealers under the securities or blue sky laws of the states and other jurisdictions which you the Representative shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable and documented, out-of-pocket expenses incurred by the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road showtravel, expenses associated with the production of road show slides and graphicsdatabases, fees and expenses disbursements of any counsel, and of other consultants engaged and advisors retained by the Underwriters) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate (less the advance to the Representative in the amount of $50,000 (the “Advance”), the receipt of which the Representative hereby acknowledges), and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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 shall promptly reimburse the Underwriters Company for costs and expenses the portion, if any, of the Underwriters incurred in connection with Advance not used for actual out-of-pocket expenses if the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall hereby is not exceed $125,000consummated.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the any transfer agent or registrar, (E) 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 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, (FG) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors (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 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 (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under Subsection 4(g) the First Closing Date occurs or (y) shall be capped at $275,000. If this Agreement is terminated by the Representative you pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs or in contemplation of performing their obligations hereunder, subject to the terms and expenses, together with all other costs and expenses of conditions set forth in the Underwriters provided for in this Section 4(a)(viiEngagement Letter (as defined below), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The CompanyCompany and the Subsidiary, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s and the Subsidiary’s accountants and counsel and any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, schedules and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all reasonable and documented filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 designatedesignate (such fees and expenses of counsel not to exceed $15,000), (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements expenses of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate25,000), (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 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 Company, the Subsidiary and any such consultantsconsultants (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 connection with the road show (providedshow, 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 (GH) all other reasonable costs and expenses of the Company Company, any Selling Stockholder and the Subsidiary incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Representatives pursuant to Section 9 9(a)(i) or (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 Company, the 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 Company, the Selling Stockholders or the Subsidiary is not fulfilled, upon written request the Company and the Subsidiary or such Selling Stockholder, as the case may be, 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, subject to the limitations set forth in (E) and (G)) reasonably incurred 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 their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if will reimburse the 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 (xincluding amounts payable pursuant to clauses (C) and (E) above), without the First Closing Date occurs or (y) Company’s prior written consent. If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you the Underwriter shall designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (providedshow, 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 (GH) all other costs and expenses of the Company Underwriter incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein; provided, however, that the aggregate expenses payable by the Company under Subsections (C) with respect to the fees and disbursements of Underwriter’s counsel, (E) with respect to the fees and disbursements of Underwriter’s counsel, and (H) shall not exceed $150,000. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Underwriter pursuant to Section 9 8 hereof or if the sale of the Securities Firm Shares and Firm Warrants 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’ Underwriter’s 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 Underwriter for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees and fees and disbursements of the Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including any bookbuilding or similar software, (H) all reasonable out-of-pocket expenses of the Underwriters (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, but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $150,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all the fees and expenses of any transfer agent or registrar, (D) the filing fees and fees and disbursements of the Underwriters’ counsel 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, and (ii) incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate25,000), (D) the fees and 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 showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel reasonably incurred in connection with (i) with 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, (D) the fees and expenses of the Company’s transfer agent, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the SecuritiesSecurities (it being understood and agreed that except as provided elsewhere in this Section 4(a)(vii), includingthe Company will pay all of the travel, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides lodging and graphics, fees and other expenses of the Underwriters or any consultants engaged of their employees incurred by them in connection with any “roadshow”), (H) the road show presentations with the prior approval fees and disbursements of the Company, travel and lodging expenses of the officers of the Company and any such consultantsUnderwriters’ counsel, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; or in contemplation of performing their obligations hereunder. Except to the extent otherwise provided that such in this Agreement, the Underwriters will pay all of their own costs and expenses, together with all other costs including the fees and expenses of their counsel, any stock transfer taxes of any Securities held by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the Underwriters provided for contrary in this Section 4(a)(vii)) or elsewhere in this Agreement, the Company shall not 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 $125,000100,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus prospectus, and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing reasonable fees and expenses of the Underwriters (including fees and disbursements expenses of the Underwriters’ counsel counsel) incurred in connection with (i) with 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 designateRepresentative, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, expenses not to exceed $10,000 in the aggregate)150,000, (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse (up to the limits in Subsection 4(a)(vii)(C)) 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 for costs and expenses of the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriter (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of the Company and any such consultantsperforming its obligations hereunder, which amount will not exceed $150,000, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that Notwithstanding the foregoing, 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 in accordance with 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, upon written request by the Representative (including by e-mail)terms, the Company will promptly reimburse the Underwriters for costs and expenses not be obligated to pay an amount exceeding $75,000 pursuant to clause (H) of the Underwriters incurred in connection with the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii4(a)(xii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the SecuritiesADSs, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement Statements (including the financial statements therein and all amendments, schedules, and exhibits thereto), the SecuritiesADSs, each the Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the each Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities ADSs 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, (D) the fees and expenses of the Custodian and any depositary, transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) listing fees, if anyADSs, (F) all expenses and fees incurred in connection with the listing of the ADSs on the Exchange and the Underlying Shares on the TASE, (G) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the SecuritiesADSs, 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, graphics and 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 show, (providedH) up to $25,000 in the aggregate of fees and expenses (including fees and disbursements of counsel and excluding any fees, that costs or expenses associated with the Company shall pay 50% of Paying Agent (including expenses associated with the cost preparation and negotiation of any such aircraft and paying agent agreement)) incurred by the Underwriters shall pay 50% Selling Shareholder in connection with the sale of the cost of any such aircraft) its ADSs hereunder and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) Notwithstanding anything contained in this Agreement to the First Closing Date occurs contrary, any reimbursement or (y) payment of the Underwriters’ expenses, including, but not limited to, the fees of the Underwriters’ counsel, shall not exceed $100,000 in the aggregate. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 hereof or if the sale of the Securities ADSs provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder 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 Shareholder is not fulfilled, upon written request the Company or the Selling Shareholder, as the case may be, 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 Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs and expenses of the Underwriters incurred in connection with their investigation, preparing to market and marketing the offering ADSs or in contemplation of the Securities contemplated hereby; provided that such costs and expensesperforming their obligations hereunder, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall an aggregate amount not to exceed $125,00075,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel butbut excluding, except as otherwise provided belowfor the avoidance of doubt, not including reasonable fees and disbursements of the Underwriters’ counsel, which shall be subject to clause (I) below) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the reasonable fees and expenses of any transfer agent or registrar, (iiE) the reasonable filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) aboveSecurities, not to exceed $10,000 25,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) 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 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 here, provided, however, such costs and expenses provided for in clauses (C), (E) and (I) shall not exceed $149,000 in the aggregate, without the Company’s prior written consent. The Company also agrees that Notwithstanding the above, if (x) the First Closing Date occurs or (y) this Agreement is terminated by the Representative pursuant to Section 9 10 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, upon written request by the Representative (including by e-mail), the Company will promptly 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 Securities or in contemplation of performing their obligations hereunder in an aggregate amount to the Representative not to exceed $149,000 without the prior written consent of the Company, such amount to also include such costs and expenses provided for in clauses (C), (E), and (I). The Company shall not in any event be liable to the Underwriters for costs and expenses loss of any anticipated profits from the Underwriters incurred in connection with the offering of the Securities transactions contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in by this Section 4(a)(vii), shall not exceed $125,000Agreement.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees and any separate counsel of any Selling Stockholder (subject to and in accordance with the UnderwritersInvestors’ counselRights Agreement by and among the Company and the investors party thereto) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees incident to, and the reasonable fees and disbursements of counsel (not to exceed $30,000) for the Underwriters in connection with, securing any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (provided, that the Company shall pay 50% of the cost of any such aircraft and other transportation chartered in connection with the Underwriters shall pay 50% of the cost of any such aircraft) road show, and (GH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for hereinherein (subject to and in accordance with the Investors’ Rights Agreement by and among the Company and the investors party thereto). The Company also agrees that if (x) Except as provided for in this Agreement, the First Closing Date occurs or (y) Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Securities and the transactions contemplated hereby. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 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 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, upon written request the party or parties that failed, refused or were unable to perform any agreement on its or their part to be performed 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 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 their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and expenses of the Underwriter (including fees and disbursements expenses of the Underwriters’ counsel Underwriter’s counsel) incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters or by dealers under Underwriter, such fees and expenses not to exceed $100,000 in the securities or blue sky laws aggregate, (D) the fees and expenses of the states Custodian and other jurisdictions which you shall designateany transfer agent or registrar, and (iiE) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Underwriter pursuant to Section 9 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 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’ Underwriter’s obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, upon written request the Company or such Selling Stockholder, as the case may be, will reimburse the Underwriter 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 Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs and expenses of the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements reasonable and documented expenses of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable fees and reasonable and documented expenses of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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 of 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 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 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 Underwriters for costs 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 fees and expenses of counsel, to be reimbursed by the Underwriters incurred in connection with the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), Company to Cxxxx-Xxxxxx Capital Group LLC shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s and the Selling Stockholder’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification offering 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, in an amount not to exceed $10,000 in the aggregate)75,000, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (E) the accountable out-of-pocket costs and expenses of the Underwriters in connection with the offering of the Securities in an amount not to exceed $100,000 in the aggregate (including the amount payable pursuant to clause (C) above), (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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, (H) all filing fees and expenses of any consultants engaged payable to FINRA in connection with the road show presentations with the prior approval FINRA’s review of the Company, travel and lodging expenses underwriting arrangements for the offering of the officers of the Company and any such consultantsSecurities, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company and the Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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 or the Selling Stockholder 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 Stockholder is not fulfilled, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel (in an amount not to exceed $75,000 for such fees and disbursements), printing expenses, travel expenses, postage, facsimile and telephone charges) in an aggregate amount not to exceed $100,000 which are incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, , whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel butbut excluding, except as otherwise provided belowfor the avoidance of doubt, not including reasonable fees and disbursements of the Underwriters’ counsel, which shall be subject to the following sentence) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) all reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with 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, (iiE) the reasonable fees and expenses of any transfer agent or registrar, (F) the reasonable filing fees incurred in connection with any required review and approval by FINRA of the terms of the sale of the Securities Securities, (such G) the reasonable fees and disbursements of Underwriters’ counsel pursuant incident to (i) any required review and (ii) above, not to exceed $10,000 in approval by FINRA of the aggregate)terms of the sale of the Securities, (D) the fees and expenses of the transfer agent or registrar, (EH) listing feesfees related to the Shares and Warrant Shares, if any, (FI) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GJ) 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 (K) up to $15,950 with respect to the fees and expenses of the Representative’s clearing firm. The In addition to the foregoing, the Company also agrees that if (x) shall pay to the Representative a management fee equal to 1.0% of the gross proceeds of the Offering which shall be payable on the First Closing Date occurs or and on each Option Closing Date (ywith respect to the gross proceeds related to the Optional Shares and/or Option Warrants sold on such Option Closing Date) and reimburse the Representative (i) $20,000 for its non-accountable expenses and (ii) up to $90,000 for its reasonable and documents fees and expenses of counsel and other actual out-of-pocket expenses (which shall include amounts in clauses (B), (D) and (G) of this Section 4(vii)) on the First Closing Date. Notwithstanding the above, 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, upon written request by the Representative (including by e-mail), the Company will promptly 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 Securities or in contemplation of performing their obligations hereunder in an aggregate amount to the Representative not to exceed $90,000 without the prior written consent of the Company, such amount to also include such costs and expenses provided for in clauses (i) and (ii) in the immediately preceding sentence. The Company shall not in any event be liable to the Underwriters for costs and expenses loss of any anticipated profits from the Underwriters incurred in connection with the offering of the Securities transactions contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in by this Section 4(a)(vii), shall not exceed $125,000Agreement.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $125,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the custodian and any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements expenses of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate25,000 (excluding filing fees)), (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, that the Company shall pay remaining 50% of the cost of any such aircraft to be paid by the Underwriters), (H) all fees and disbursements of counsel incurred by the Underwriters shall pay 50% of in connection with the cost of any such aircraft) Directed Stock Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Stock Program and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request 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 (E) and (G) above) incurred by the Representative (including by e-mail)Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder; provided, however, that in the event any such termination is effected after the First Closing Date but prior to any Second Closing Date with respect to the purchase of any Option Shares, the Company will promptly shall only reimburse the Underwriters for costs all of their out-of-pocket expenses, including the reasonable fees and expenses disbursements of counsel for the Underwriters Underwriters, incurred after the First Closing Date in connection with the offering proposed purchase of any such Option Shares. For the Securities contemplated hereby; provided avoidance of doubt, it is understood that such costs and expensesthe Company will not pay or reimburse any costs, together with all other costs and fees or expenses of incurred by any Underwriter that defaults on its obligations to purchase the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000Securities.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda any blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of including the terms of the sale of the Securities (such reasonably incurred fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 for the Underwriter in the aggregate)connection with such qualification, (D) all filing fees and the reasonably incurred fees and disbursements of counsel to the Underwriter in connection with the review and qualification of the offering of the Securities by FINRA, (E) all fees and expenses incident to listing the Securities on The NASDAQ Capital Market, (F) all fees and expenses of the any transfer agent, warrant agent or registrar, (EG) listing 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, if any, expenses and disbursements relating to background checks of the Company’s officers and directors (FI) 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The fees and expenses, which includes the fees and expenses of the Underwriter’s counsel, to be paid by the Company and reimbursed to the Underwriter under this Section 4(g) shall not exceed $50,000, which amount shall include any amounts paid to the Underwriter pursuant to any of the clauses of this Section 4(g), it being understood that that in addition to this reimbursement, the Company shall also agrees that if pay the Underwriter a non-accountable expense allowance equal to 1.0% of the public offering price of the Securities (x) excluding any amounts from the First Closing Date occurs or (y) sale of the Option Shares). If this Agreement is terminated by the Representative you pursuant to Section 9 8(a)(i), 8(a)(ii) or 8(a)(v) 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’ Underwriter’s 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 Underwriter for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if , and (xI) the First Closing Date occurs out of pocket reasonable and documented fees and disbursements of the Underwriter’s counsel actually incurred. Notwithstanding anything to the contrary in this Section 4(a)(vii) or elsewhere in this Agreement, the Company shall not, without the Company’s prior written consent, be responsible for the payment or reimbursement of any fees, costs or expenses to the Underwriters pursuant to this Section 4(a)(vii) (yincluding the fees and disbursements of the Underwriters’ counsel) to the extent that such aggregate fees, costs and expenses exceed $125,000. 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing their obligations hereunder. It is understood, however, that such costs and expenses, together with all other costs and expenses of the Underwriters provided for except as otherwise explicitly set forth in this Section 4(a)(vii), the Underwriters shall not exceed $125,000pay all of their own costs and expenses, including any travel, lodging and other expenses of the Underwriters or any of their employees or representatives incurred by them in connection with any road show and any travel and lodging expenses incurred in connection with drafting sessions and other meetings.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred by the Company in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of the Company’s transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (DF) the fees and expenses of the transfer agent or registrar, (E) Nasdaq Global Market listing fees, if any, (FG) 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 one half of the cost of any aircraft chartered in connection with the road show show, (providedH) $15,950 for clearing fees payable by the Underwriter, that (I) all other fees and expenses Underwriter’s counsel incurred in connection with the Company shall pay 50% of transactions contemplated hereunder, whether or not the cost of any such aircraft and the Underwriters shall pay 50% of the cost of any such aircraft) transactions contemplated hereunder are consummated or this Agreement is terminated, and (GJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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’ Underwriter’s 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 Underwriter for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriter in connection with their investigation, preparing to market and marketing of the Underwriters incurred Securities or in contemplation of performing their obligations hereunder; provided, however, that the total fees and disbursement of the Underwriter’s counsel pursuant to (C) and (E) above shall not exceed $50,000 in the aggregate. The Underwriter shall pay one half of the cost of any aircraft chartered in connection with the offering of the Securities contemplated hereby; provided that such costs road show and expenses, together with all other costs and expenses of the Underwriters except as otherwise explicitly provided for in this Section 4(a)(vii), the Underwriter shall not exceed $125,000pay all of their own expenses incurred in connection with any road show and any travel and lodging expenses incurred in connection with drafting sessions.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, with fees and disbursements of such counsel not to exceed $10,000, (iiD) the fees and expenses of the any transfer agent or registrar, (E) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such Securities, with fees and disbursements of such counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)35,000, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 travel and lodging expenses of the representatives and officers of the Company and any such consultants, and consultants (provided that the cost costs of any chartered aircraft chartered in connection with the road show (provided, that shall be split evenly between the Company shall pay 50% of on the cost of any such aircraft one hand and the Underwriters shall pay 50% of on the cost of any such aircraft) other hand), and (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the SecuritiesShares, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the SecuritiesShares, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the any transfer agent or registrar, (ED) listing fees, if any, (F) the cost all reasonable out-of-pocket costs and expenses incident to the offering and the performance of the Company relating to investor presentations or any “road show” undertaken in connection with marketing obligations of the Securities, Representative under this Agreement (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, reasonable fees and expenses of any consultants engaged counsel to the Underwriters) not to exceed $150,000 in connection with the road show presentations with the prior approval of aggregate (without the Company’s prior approval, travel and lodging expenses of the officers of the Company and which shall not be unreasonably withheld, conditioned or delayed). If this Agreement shall terminate or shall be terminated after execution pursuant to any such consultantsprovision hereof (except pursuant to a termination under Section 9(a)(iii), and the cost of any aircraft chartered in connection with the road show (providediv), 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(v) and (Gvi) all other costs and expenses hereof), or of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 9 hereof or the sale of the Securities Shares due to be sold at any Closing Date provided for herein is not consummated 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, upon written request by then (A) prior to the Representative First Closing Date, in addition to the payment of amounts in accordance with this Section (including by e-mailg), the Company will promptly agrees to reimburse you and the other Underwriters for costs all out-of-pocket expenses (including documented travel expenses and reasonable fees and expenses of counsel for the Underwriters Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you pursuant to this Agreement in connection with the offering proposed purchase of the Securities contemplated herebyFirm Shares, subject to the limitations set forth in clause (D) above; and (B) after the First Closing Date but prior to any Second Closing Date with respect to the purchase of any Option Shares pursuant to a notice delivered by the Underwriters to the Company as provided in this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including documented travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably and actually incurred by you following the Closing Date pursuant to this Agreement in connection with the proposed purchase of such Option Shares, subject to the limitations set forth in clause (D) above; provided that such costs and expenses, together with all other costs and expenses if this Agreement is terminated pursuant to Section 8(b) by reason of the Underwriters default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter; provided for in further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaulting Underwriter under this Section 4(a)(vii4(g), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any depositary, transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) listing fees, if anySecurities, (F) all expenses and fees incurred in connection with the listing of the ADSs on the Exchange and the Underlying Shares on the TASE, (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 the road show presentations with the prior approval of the Company, travel and lodging expenses of the representative and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) Notwithstanding anything contained in this Agreement to the First Closing Date occurs contrary, any reimbursement or (y) payment of the Underwriters’ expenses, including, but not limited to, the fees of the Underwriters’ counsel, shall not exceed $150,000 in the aggregate. 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated herebyor in contemplation of performing their obligations hereunder; provided that such costs and expenses, together with all other costs and expenses reimbursement of the Underwriters provided for in this Section 4(a)(vii), these out-of-pocket accountable disbursements shall not exceed $125,00075,000 in the aggregate.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel, accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counselother advisers) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, any roadshow presentations or other materials, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companyroadshow presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of transportation, including one half of the cost of any aircraft chartered in connection with the road show roadshow, (providedH) all other reasonable, that the Company shall pay 50% out-of-pocket, accountable expenses of the cost Underwriter (including but not limited to reasonable fees and disbursements of any such aircraft the Underwriter’s counsel and the Underwriters shall pay 50% Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriter’s investigation of the cost Company, preparing to market and marketing the Securities, sale of any such aircraft) the Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $65,000 in the aggregate, and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees incident to, and the reasonable fees and disbursements of counsel (not to exceed $30,000) for the Underwriters in connection with, securing any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 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 (provided, that the Company shall pay 50% of the cost of any such aircraft and other transportation chartered in connection with the road show; and (H) the reasonable fees and disbursements of counsel to the Underwriters shall pay 50% of the cost of any such aircraft) in an amount not to exceed $60,000; and (GI) all other costs and expenses of the Company and the Selling Shareholders incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) Except as provided for in this Agreement, the First Closing Date occurs or (y) Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Securities and the transactions contemplated hereby. If this Agreement is terminated by the Representative pursuant to Section 9 10 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs 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. Each of the Selling Shareholders will be solely responsible for the fees and expenses of the Underwriters incurred in connection with the offering of the Securities contemplated hereby; provided that such costs its counsel and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000advisors.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Company’s transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (DF) the fees and expenses of the transfer agent or registrar, (E) Nasdaq Global Select Market listing fees, if any, (FG) 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 one half of the cost of any aircraft chartered in connection with the road show (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses 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; provided, however, that the total fees and disbursement of Underwriters’ counsel pursuant to (C) and (E) above shall not exceed $50,000 in the aggregate. The Underwriters incurred shall pay one half of the cost of any aircraft chartered in connection with the offering of the Securities contemplated hereby; provided that such costs road show and expenses, together with all other costs and expenses of the Underwriters except as otherwise explicitly provided for in this Section 4(a)(vii), the Underwriters shall not exceed $125,000pay all of their own expenses, including expenses incurred in connection with any road show and any travel and lodging expenses incurred in connection with drafting sessions.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel in an amount not to exceed $10,000 incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel in an amount not to exceed $30,000 incurred in connection with any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Offered Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, Prospectus and any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Offered 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such which fees and disbursements of counsel pursuant to (i) and (ii) above, shall not to exceed $10,000 in the aggregate)10,000, (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees and fees and disbursements of the Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities, which fees shall not exceed $10,000, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, includingincluding any bookbuilding or similar software, without limitation, expenses associated with (H) the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees Company’s costs and expenses of any consultants engaged Testing-the-Waters Communications; (I) all reasonable and documented out-of-pocket expenses of the Underwriters (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 road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $150,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GJ) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such Securities, which fees and disbursements of Underwriters’ counsel pursuant to (i) and (ii) above, shall not to exceed $10,000 in the aggregate)35,000, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Without the prior written consent of the Company, whether or not and only if the transactions contemplated hereunder herein are consummated or this Agreement is terminatedconsummated, will the Company shall pay or cause to be paid (A) all expenses (including issue, transfer and other stamp taxes allocated to the respective transferees) incurred in connection with the issuance and delivery to the Depositary of the Underlying Shares and to the Underwriters of the SecuritiesOffered ADSs (including all reasonable and documented printing costs), (B) all B)all out-of-pocket expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel counsels but, except as otherwise provided below, not including fees and out-of-pocket expenses of the Underwriters’ counselcounsels) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto)) and the F-6 Registration Statement, the SecuritiesUnderlying Shares, the Offered ADSs and the ADRs related thereto, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and any amendment thereof or supplement each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and the printing, delivery, distribution and shipping of this Agreement and other underwriting documents, including all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered ADSs for offer and sale under the state securities or blue sky laws and the laws of any other applicable jurisdictions and, if requested by the Representatives, preparing and printing Blue Sky Memoranda (covering the states and other applicable jurisdictions)) and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (C) all filing fees and fees and disbursements of the Underwriters’ counsel 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the Depositary and any transfer agent or registrarregistrar (D) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered ADSs, including any related filing fees and the legal fees of, and disbursements by, counsels to the Underwriters subject to a maximum of $30,000 or, with the Company’s consent (not to be unreasonably withheld), such greater amount as necessary to reimburse the expenses incurred, (E) the fees and expenses associated with listing fees, if anythe Offered ADSs on the NYSE, (F) the cost and expenses of the Company relating to investor presentations or on any “road show” ”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with marketing of the SecuritiesOffered ADSs, 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, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (providedshow, that notwithstanding the Company shall pay 50% of above, each Party, the cost of any such aircraft Representatives, from one side, and the Underwriters shall pay 50% of Company, for the cost of other side, will bear its own costs and expenses associated to any such aircraftroad show as provided in section (F) above, and (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that For the avoidance of doubt, if (x) the First Closing Date occurs transactions contemplated herein are not consummated or (y) if this Agreement is terminated by the Representative Representatives pursuant to Section 9 hereof or if the sale of the Securities Offered ADSs 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all fees and out-of-pocket expenses (including but not limited to the fees and expenses of its counsels and the fees and expenses of any other independent experts retained by the Underwriters) incurred by the Underwriters incurred and their designated affiliates in connection with the offering their investigation, preparing to market and marketing of the Securities contemplated hereby; provided that such costs and expensesOffered ADSs or in contemplation of performing their obligations hereunder, together with all other costs and expenses of as separately agreed by the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000parties.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees and reasonable and documented fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if herein and (xI) the First Closing Date occurs or (y) out of pocket reasonable and documented fees and disbursements of the Underwriter’s counsel actually incurred, which shall not exceed $75,000. If this Agreement is terminated by the Representative 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 to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ Underwriter’s 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 Underwriter for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel counsel, in an amount not to exceed $10,000, incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel, in an amount not to exceed $30,000, in connection with any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, 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) (H) all fees and expenses incurred by the Underwriters in connection with the Directed Share Program, including all fees and disbursements of their counsel, stamp duties, similar taxes or duties or other taxes incurred in connection with the Directed Share Program and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable and expenses documented 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 incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 travel and lodging expenses of the representatives and officers of the Company and any such consultants, consultants (and the cost of any aircraft chartered in connection with the road show (provided, that the Company shall pay 50% of the cost of any such aircraft the chartering of airplanes), but excluding the travel expenses of the Representatives’ officers and employees in connection with the road show, which shall be borne by the Underwriters, (H) all reasonable and documented fees and disbursements of counsel incurred by the Underwriters shall pay 50% of in connection with the cost of any such aircraft) Directed Stock Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Stock Program and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein; provided that in the case of clauses (C) and (E) hereof the Company shall not be required to reimburse fees and expenses of counsel for the Underwriters in excess of $7,500 and $42,500, respectively. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable and expenses documented out-of-pocket disbursements (including but not limited to reasonable and documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; or in contemplation of performing their obligations hereunder. It is understood, however, that, except as provided that such in this Section 4(g), and Sections 6 and 9 hereof, the Underwriters will pay all of their own costs and expenses, together including the fees and disbursements of their counsel, and any advertising expenses connected with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000any offers they may make.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall reasonably designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriter (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of the Company and any such consultantsperforming its obligations hereunder, which amount will not exceed $100,000, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the fees incident to any required review and approval by FINRA of the terms of the sale of the Securities Securities, (such F) all reasonable, out-of-pocket, accountable expenses of the Underwriter (including but not limited to reasonable fees and disbursements of the Underwriter’s counsel pursuant 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 (i) market and (ii) abovemarketing the Securities, sale of the Securities or in contemplation of performing its obligations hereunder, which amount of expenses will not to exceed $10,000 in the aggregate)100,000, (D) the fees and expenses of the transfer agent or registrar, (EG) listing fees, if any, (FH) 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 Companypresentations, 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 (providedshow, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and the reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and the reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) If the First Closing Date occurs transactions contemplated hereunder are consummated or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters up to $100,000 for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (Ai) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (Bii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (Ciii) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (iv) the fees and expenses of the Custodian and any transfer agent or registrar, (iiv) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such provided, that, the fees and disbursements of Underwriters’ counsel pursuant to in the case of (iiii) and (iiv) above, not to exceed shall equal an aggregate of $10,000 in the aggregate15,000 (excluding applicable filing fees)), (D) the fees and expenses of the transfer agent or registrar, (Evi) listing fees, if any, (Fvii) 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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) Securities and (Gviii) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein; provided that, except to the extent otherwise provided in this Section 4(g), the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Securities by them and the expenses of advertising any offering of the Securities made by the Underwriters. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request 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 Representative (including Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder; provided that, if this Agreement is terminated pursuant to Section 8 by e-mail)reason of the default of one or more Underwriters, 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000be required to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all reasonable expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees fees, expenses and disbursements and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the registration, qualification or exemption 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 foreign jurisdictions which you shall designate, and (ii) any required review and approval designated by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Representative, (D) the fees and expenses of the any transfer agent or registrar, (E) 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 Underwriters’ counsel up to a maximum of $150,000, (F) listing fees, if any, (FG) fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,500, (H) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showroadshow, expenses associated with the production of road show roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the road show roadshow 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 roadshow, (provided, that the Company shall pay 50% of I) the cost of any such aircraft Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Underwriters shall pay 50% of offering, (J) the cost of any such aircraft) costs associated with receiving commemorative mementos and lucite tombstones and (GK) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under this Section 4(h) shall not exceed $157,500 without the First Closing Date occurs or (y) prior approval of the Company. If this Agreement is terminated by the Representative pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs and all reasonable out-of-pocket accountable expenses of the Underwriters (including, but not limited to, reasonable fees and disbursements of Underwriters’ counsel, printing expenses, reasonable travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with the offering their investigation of the Company, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expensesor in contemplation of performing their obligations hereunder, together with all other costs and expenses in an amount of up to a maximum of $100,000, inclusive of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000retainer previously paid by the Company to the Representative.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) 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 reasonable out of pocket documented costs and expenses of the Underwriters (including reasonable and documented fees and disbursements of counsel) incident to the performance of its obligations hereunder not otherwise specifically provided for herein, provided, however, that such costs and expenses provided for clauses (C), (E) and (I) shall not exceed $150,000 in the aggregate. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided in (C) and (H) below, not including fees of the Underwriters or Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and the reasonably incurred fees and disbursements of counsel for the Underwriters’ counsel Underwriters incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)designate , (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriters (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $75,000 without the Company and any such consultantsCompany’s consent, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company(a) Prior to the expiration of any Demand Period and subject to any limitations contained in Section 9.4, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedBorrower shall pay to Lender or, will pay or cause to be paid (A) at Lender’s option, shall reimburse Lender, for all reasonable costs and expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses reasonable attorneys’ fees and fees (including, without limitation, disbursements and fees and expenses of the Company’s accountants appraisers and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counselenvironmental professionals) incurred by Lender in connection with the preparation, printing, filing, delivery, (i) Lender’s efforts to confirm and/or ensure Borrower’s ongoing performance of and shipping of the Registration Statement (including the financial statements therein compliance with Borrower’s agreements and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of covenants contained in this Agreement and the other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 Loan Documents on its part to be performedperformed or complied with after the Funding Date, including confirming compliance with environmental and insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Funding Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters (including leasing matters) requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of attorneys for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens and security interest in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or because any other condition security given for the Obligations; and (vi) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the Underwriters’ obligations hereunder required to be fulfilled by credit arrangements provided under this Agreement in the Company is not fulfilled, upon written request by the Representative nature of a “work out” or of any insolvency or bankruptcy proceedings. (including by e-mail), the Company will promptly reimburse the Underwriters for b) Any costs and expenses due and payable to Lender pursuant to this Section 13.2 shall bear interest at the Default Rate from the expiration of the Underwriters incurred applicable Demand Period until Lender receives payment in connection with full. If Borrower fails to pay or reimburse Lender prior to the offering expiration of the Securities contemplated hereby; provided that applicable Demand Period, then Lender may, in its discretion, deem the failure of Borrower to make timely payment or reimbursement to be an Event of Default and such costs amounts shall be additional Obligations secured by the Mortgage and expenses, together with all the other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000Loan Documents.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminatedotherwise terminated (but subject to clause I below), will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel butcounsel, except as otherwise provided belowbut excluding, not including for the avoidance of doubt, reasonable fees and disbursements of the Underwriters’ counsel, which shall be paid pursuant to clause (I) below) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all reasonable filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 states, the provinces of Canada and other jurisdictions which you shall designate, (D) the reasonable fees and expenses of any transfer agent or registrar, (iiE) the reasonable filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for hereinherein 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 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 the cap (“Cap”) set forth in the seventh paragraph of that certain letter agreement by and between the Company and the Representative, dated August 11, 2016. The Company also agrees that Notwithstanding the above, if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of performing their obligations hereunder in an aggregate amount not to exceed the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000Cap.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if will reimburse the Representative for the Underwriters’ documented reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters, in connection with the purchase and sale of the Securities contemplated hereby up to an aggregate of $25,000 (xincluding amounts payable pursuant to clauses (C) and (E) above) (the First Closing Date occurs or (y) “Expense Cap”). 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, subject to the Expense Cap) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees fees, expenses and disbursements of the Underwriters’ counsel incurred in connection with (i) with the registration, qualification or exemption 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 foreign jurisdictions which you shall designatedesignated by the Representatives, (D) the filing fees and (ii) expenses and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities Securities, but in no event, in the case of clauses (such fees and disbursements of counsel pursuant to (iC) and (ii) aboveD), not to shall such fees exceed $10,000 30,000 in the aggregate), (DE) the fees and expenses of the any transfer agent or registrar, (EF) 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 Underwriters’ counsel, (G) listing fees, if any, (FH) fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $50,000, (I) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showroadshow, expenses associated with the production of road show roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the road show roadshow 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 (J) the cost of any aircraft chartered in connection with Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the road show (providedoffering, 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 (GK) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under this Section 4(g) shall not exceed $200,000 without the First Closing Date occurs or (y) prior approval of the Company. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 8(a)(i) or 8(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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the any transfer agent or registrar, (E) the reasonable out-of-pocket accountable fees, expenses 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 without limitation, all reasonable out-of-pocket accountable fees and disbursements of Underwriters’ counsel and all reasonable out-of-pocket travel and related expenses of the Underwriters, 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, which amount (excluding expenses related to blue sky and FINRA compliance) will not exceed $400,000 in the aggregate, (F) all exchange listing fees, if any(G) all fees, expenses and disbursements relating to background checks or other special due diligence fees you deem necessary or advisable, (FH) 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 (providedshow, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative you pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) the fees and expenses of any transfer agent or registrar, (D) all reasonable out-of-pocket costs and expenses incident to the offering and the performance of the obligations of the Representatives under this Agreement (including, without limitation, the reasonable fees and expenses of counsel to the Underwriters) not to exceed $125,000 in the aggregate (without the Company’s prior approval, which shall not be unreasonably withheld, conditioned or delayed), excluding (x) all filing fees and up to $5,000 of the reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, designate and (iiy) all filing fees and up to $30,000 of the reasonable fees and disbursements of the Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrarSecurities, (E) listing fees, if any, (F) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs up to $125,000 of all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements expenses of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate50,000 (excluding filing fees)), (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) (i) all filing fees and reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, designate and (ii) the filing fees and fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such Securities, which fees and disbursements of Underwriter’s counsel pursuant to in the case of (i) and (ii) above, not to exceed shall equal an aggregate amount of $10,000 in the aggregate15,000 (excluding applicable filing fees), (D) the fees and expenses of the any transfer agent or registrar, (E) listing fees, if any, and (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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other reasonable costs and expenses of the Company and the Selling Stockholders incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ Underwriter’s 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 Underwriter for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs or in contemplation of performing their obligations hereunder. Notwithstanding anything to the contrary herein, the Selling Stockholders shall be responsible for all underwriting discounts, selling commissions and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000stock transfer taxes.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you the Underwriter shall designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (providedshow, 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 (GH) all other costs and expenses of the Company Underwriter incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein; provided, however, that the aggregate expenses payable by the Company under Subsections (C) with respect to the fees and disbursements of Underwriter’s counsel, (E) with respect to the fees and disbursements of Underwriter’s counsel, and (H) shall not exceed $150,000. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Underwriter pursuant to Section 9 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 Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ Underwriter’s 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 Underwriter for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ Underwriter’s counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriter’s counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the SecuritiesSecurities (it being understood and agreed that except as provided elsewhere in this Section 4(a)(vii), 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 Company will pay all of the Companytravel, travel lodging and lodging other expenses of the officers Underwriter or any of its employees, (H) the fees and disbursements of the Company and any such consultantsUnderwriter’s counsel, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Underwriter pursuant to Section 9 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 Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ Underwriter’s 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 Underwriter for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; or in contemplation of performing their obligations hereunder. Except to the extent otherwise provided that such in this Agreement, the Underwriter will pay all of its own costs and expenses, together with all other costs including the fees and expenses of their counsel, any stock transfer taxes of any Securities held by it, and any advertising expenses connected with any offers it may make. Notwithstanding anything to the Underwriters provided for contrary in this Section 4(a)(vii)) or elsewhere in this Agreement, the Company shall not not, without the Company’s prior written consent, be responsible for the payment or reimbursement of fees, costs or expenses to the Underwriter pursuant to this Section 4(a)(vii) (including fees of the Underwriter’s counsel) to the extent that such aggregate fees, costs and expenses exceed $125,00075,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel counsel, and accountants of acquired businesses, but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) all other reasonable and documented out-of-pocket costs expenses incurred by the Underwriters in connection with the offering of the Securities contemplated hereby which are not otherwise specifically provided for in this Section 4(g); provided such fees do not exceed $150,000 in the aggregate; (iiE) the fees and expenses of any transfer agent or registrar, (F) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EG) listing fees, if any, (FH) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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 or with respect to the Company is not fulfilled, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel in an amount not to exceed $25,000 incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees, and reasonable fees and disbursements of Underwriters’ counsel in an amount not to exceed $50,000 incurred in connection with any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, 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), (H) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Stock Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Stock Program and (GI) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request 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 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 their investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing their obligations hereunder. It is understood, however, that such costs and expenses, together with all other costs and expenses of the Underwriters provided for except as otherwise explicitly set forth in this Section 4(a)(vii), the Underwriters shall not exceed $125,000pay all of their own costs and expenses, including any travel, lodging and other expenses of the Underwriters or any of their employees or representatives incurred by them in connection with any road show.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (Ai) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (Bii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (Ciii) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (iv) the fees and expenses of the Custodian and any transfer agent or registrar, (iiv) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such provided, that, the fees and disbursements of Underwriters’ counsel pursuant to in the case of (iiii) and (iiv) above, not to exceed shall equal an aggregate of $10,000 in the aggregate15,000 (excluding applicable filing fees)), (D) the fees and expenses of the transfer agent or registrar, (Evi) listing fees, if any, (Fvii) 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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) Securities and (Gviii) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein; provided that, except to the extent otherwise provided in this Section 4(g), the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Securities by them and the expenses of advertising any offering of the Securities made by the Underwriters. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request 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 Representative (including Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder; provided that, if this Agreement is terminated pursuant to Section 8 by e-mail)reason of the default of one or more Underwriters, 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000be required to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel in an amount not to exceed $10,000 incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees, and reasonable fees and disbursements of Underwriter’s counsel in an amount not to exceed $30,000 incurred in connection with any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, that the Company shall pay 50% of the cost of any such aircraft and the Underwriters Underwriter shall pay 50% of the cost of any such aircraft) and (GH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 Underwriters’ Underwriter’s obligations hereunder required to be fulfilled by the Company or the Selling Stockholders is not fulfilled, upon written request 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 Representative (including by e-mail), the Company will promptly reimburse the Underwriters for costs and expenses of the Underwriters incurred Underwriter in connection with the offering of its investigation, preparing to market and marketing the Securities contemplated hereby; provided or in contemplation of performing its obligations hereunder. It is understood, however, that such costs and expenses, together with all other costs and expenses of the Underwriters provided for except as otherwise explicitly set forth in this Section 4(a)(vii), the Underwriter shall not exceed $125,000pay all of its own costs and expenses, including any travel, lodging and other expenses of the Underwriter or any of its employees or representatives incurred by it in connection with any road show.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable and documented, out-of-pocket expenses incurred by the Underwriter (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road showtravel, expenses associated with the production of road show slides and graphicsdatabases, fees and expenses disbursements of any counsel, and of other consultants engaged and advisors retained by the Underwriter) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $150,000 in the Company and any such consultantsaggregate (less the advance to the Underwriter in the amount of $40,000, the receipt of which the Underwriter hereby acknowledges), and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement Statements (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees fees, expenses and disbursements of the Underwriters’ counsel incurred in connection with (i) with the registration, qualification or exemption 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 foreign jurisdictions which you shall designatedesignated by the Representatives, (D) the filing fees and (ii) expenses and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities Securities, but in no event, in the case of clauses (such fees and disbursements of counsel pursuant to (iC) and (ii) aboveD), not to shall such fees exceed $10,000 in the aggregate), (DE) the fees and expenses of the any transfer agent or registrar, (EF) 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 Underwriters’ counsel, (G) listing fees, if any, (FH) fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $30,000, (I) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showroadshow, expenses associated with the production of road show roadshow slides and graphics, fees and expenses of any consultants engaged in connection with the road show roadshow 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 (J) the cost of any aircraft chartered in connection with the road show (providedUnderwriters’ use of Ipreo’s book-building, that prospectus tracking and compliance software and third party research and database services for 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) offering, and (GK) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The expenses to be paid by the Company also agrees that if (xand reimbursed to the Underwriters under this Section 4(a)(vii) shall not exceed $150,000 in the First Closing Date occurs or (y) aggregate. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 8(a)(i) or 8(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, upon written request 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, postage, facsimile and telephone charges and third party research and database services, but excluding travel and related expenses) incurred by the Representative (including Underwriters in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. Notwithstanding the foregoing, if this Agreement is terminated due to default by e-mailany Underwriter as set forth under Section 6(g), the Company will promptly reimburse the Underwriters for costs and agree to pay their own expenses of the Underwriters incurred in connection with this Agreement and the offering of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, ; (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, schedules and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, delivery and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), ; (C) all filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 the Representative shall designate, ; (D) the filing fees and (ii) fees and reasonable disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, Securities; (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 Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (providedsuch fees and expenses, that together with the Company shall pay 50% fees and disbursements of Underwriters’ counsel in connection with obtaining FINRA approval, as described in Section 4(g)(D) above, are not to exceed $25,000 in the cost of any such aircraft and the Underwriters shall pay 50% of the cost of any such aircraft) and aggregate); (G) 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 (H) any additional fees and expenses of the Underwriters (including the fees and expenses of Underwriters’ counsel) up to an aggregate maximum amount of $250,000. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred Underwriters’ in connection with the offering their investigation, preparing to market and marketing of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing its obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, Company will pay or cause to be paid (Ai) all reasonable expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (Bii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (Ciii) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (iv) the fees and expenses of the transfer agent or registrar, (iiv) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (Evi) listing fees, if any, (Fvii) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (viii) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount will not exceed $150,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (Gix) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees and expenses of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, schedules and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel (not to exceed $10,000) incurred in connection with (i) with 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 reasonably designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate25,000), (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (provided, that the Company shall pay 50% of the cost of any such chartered aircraft in connection with the roadshow, (H) all costs and expenses of the Underwriters shall pay 50% in connection with the Directed Share Program, including the reasonable and documented fees and disbursements of counsel for the cost of any such aircraft) Underwriters and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters, in each case, in connection with the Directed Share Program and (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to documented fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, with fees and disbursements of such counsel not to exceed $10,000, (iiD) the fees and expenses of the any transfer agent or registrar, (E) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such Securities, with fees and disbursements of such counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)35,000, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 travel and lodging expenses of the representatives and officers of the Company and any such consultants, and consultants (provided that the cost costs of any chartered aircraft chartered in connection with the road show (provided, that shall be split evenly between the Company shall pay 50% of on the cost of any such aircraft one hand and the Underwriters shall pay 50% of on the cost of any such aircraft) other hand), and (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriter (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $112,500 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 the Representatives shall designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 (provided, that the Company shall pay 50% of the cost of any such aircraft and chartered, with the Underwriters shall pay 50% prior written consent of the cost of any such aircraft) Company, in connection with the road show, and (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for hereinherein ; provided, however, that the fees and disbursements of Underwriters’ counsel relating to clauses (C) and (E) shall not exceed $[ ] in the aggregate. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (Ai) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (Bii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (Ciii) all filing fees and fees and and, subject to clause (v), the reasonable disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (iv) the fees and expenses of any transfer agent or registrar, (iiv) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities up to, together with the fees of Underwriters’ counsel set forth in clause (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregateiii), (D) the fees and expenses an aggregate of the transfer agent or registrar$40,000, (Evi) listing fees, if any, (Fvii) 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 50% of the cost of any aircraft chartered in connection with the road show (provided, that the Company shall pay remaining 50% to be paid for by the Underwriters), (viii) all fees and disbursements of the cost of any such aircraft and counsel incurred by the Underwriters shall pay 50% of in connection with the cost of any such aircraft) Directed Stock Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Stock Program and (Gix) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Representatives pursuant to Section 9 9(a)(i) or Section 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering their investigation, preparing to market and marketing of the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters performing their obligations hereunder. Except as otherwise explicitly provided for in this Section 4(a)(vii4(g), the Underwriters shall not exceed $125,000pay all of their own expenses, including expenses incurred in connection with any road show and any travel and lodging expenses incurred in connection with drafting sessions.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and expenses of the Underwriters (including fees and disbursements expenses of the Underwriters’ counsel counsel) incurred in connection with (i) with 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 designateRepresentatives, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, expenses not to exceed $10,000 50,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Representatives pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the its delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if herein and (xI) 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 part to be performed, or because any all 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 ereasonable out-mail), the Company will promptly reimburse the Underwriters for of-pocket documented costs and expenses of the Underwriters incurred in connection with (including reasonable and documented fees and disbursements of counsel) incident to the offering performance of the Securities contemplated hereby; its obligations hereunder not otherwise specifically provided for herein, provided, however that such costs and expenses, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(viiclauses (C), (E) and (I) and shall not exceed $125,000150,000 in the aggregate.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, documented, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriters (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, schedules and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 fees and disbursements of Underwriters’ counsel not to exceed $10,000, (iiD) the fees and expenses of any transfer agent or registrar, (E) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (Securities, such fees and disbursements of Underwriters’ counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)25,000, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road show” 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 (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative Representatives pursuant to Section 9 9(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 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 several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, (D) the fees and expenses of any transfer agent or registrar, (iiE) the fees incident to any required review and approval by FINRA of the terms of the sale of the Securities Securities, (such F) all reasonable, out-of-pocket, accountable expenses of the Underwriter (including but not limited to reasonable fees and disbursements of the Underwriter’s counsel pursuant 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 (i) market and (ii) abovemarketing the Securities, sale of the Securities or in contemplation of performing its obligations hereunder, which amount of expenses will not to exceed $10,000 in the aggregate)100,000, (D) the fees and expenses of the transfer agent or registrar, (EG) listing fees, if any, (FH) 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 Companypresentations, 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 (providedshow, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any separate counsel of any Selling Stockholder but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company and any Selling Stockholder incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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 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, upon written request the Company or such Selling Stockholder, as the case may be, 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 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 their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all reasonable expenses (including transfer taxes allocated to the respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $110,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary the Prospectus, the Time of Sale Disclosure Package, each Preliminary Prospectus, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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 the Representative shall designate, (D) the filing fees and (ii) fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrarSecurities, (E) listing fees, if any, (F) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (G) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for hereinherein and (H) all other costs and expenses of the Underwriters incident to the performance of its obligations hereunder 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 $125,000. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative pursuant to Section 9 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 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the SecuritiesShares, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the SecuritiesShares, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and reasonable and documented disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities Shares 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Shares, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultantsShares, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) Notwithstanding anything contained in this Agreement to the First Closing Date occurs contrary, any reimbursement or (y) payment of the Underwriters’ expenses, including, but not limited to, the fees of the Underwriters’ counsel, shall not exceed $100,000 in the aggregate. If this Agreement is terminated by the Representative Representatives pursuant to Section 9 hereof or if the sale of the Securities 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with their investigation, preparing to market and marketing the offering Shares or in contemplation of the Securities contemplated herebyperforming their obligations hereunder; provided that such costs and expenses, together with all other costs and expenses reimbursement of the Underwriters provided for in this Section 4(a)(vii), these out-of-pocket accountable disbursements shall not exceed $125,00050,000 in the aggregate.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all reasonable expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all reasonable expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel and any single separate counsel of the Selling Stockholders, but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the each Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus Supplement, each Statutory Prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus each Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) all reasonable and documented out-of-pocket expenses incurred by the Underwriters in connection 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 prior written consent of the Company and shall be reimbursed through the Representatives, (iiE) the fees and expenses of the Custodian and any transfer agent or registrar, (F) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (provided such fees and disbursements disbursement of counsel for the Underwriters pursuant to this clause (iF) and clause (iiC) above, together shall not to exceed $10,000 in the aggregate20,000), (D) the fees and expenses of the transfer agent or registrar, (EG) listing fees, if any, (FH) 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, reasonable travel and lodging expenses of the Representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show (provided, it being understood that the Company shall pay 50% Underwriters will bear the other one-half of the cost of any such aircraft and the Underwriters shall pay 50% of the cost of any such aircraft) expenses), and (GI) all other costs and expenses of the Company and the Selling Stockholders incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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 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, upon written request the Company or the Selling Stockholders 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 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 their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda blue sky memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Custodian and any transfer agent or registrar, (iiE) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” 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 consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein, provided, however, that, with respect to (C) and (E), the Company shall only be obligated to reimburse the Underwriters for the out of pocket reasonable and documented fees and disbursements of the Underwriters’ counsel actually incurred in an amount which, taken together with the fees and disbursements of Representative’s counsel incurred pursuant to (C) and (E) do not exceed $100,000. The Company also agrees that if (x) the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable, documented and expenses 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 incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000performing their obligations hereunder.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ Underwriter’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, including(H) all reasonable, without limitationout-of-pocket, accountable expenses associated with of the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, Underwriter (including but not limited to reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $100,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of the Company’s transfer agent or registrar, (iiE) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (DF) the fees and expenses of the transfer agent or registrar, (E) Nasdaq Global Select Market listing fees, if any, (FG) 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 one half of the cost of any aircraft chartered in connection with the road show (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if (x) the First Closing Date occurs or (y) If this Agreement is terminated by the Representative 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and expenses 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; provided, however, that the total fees and disbursement of Underwriters’ counsel pursuant to (C) and (E) above shall not exceed $50,000 in the aggregate. The Underwriters incurred shall pay one half of the cost of any aircraft chartered in connection with the offering of the Securities contemplated hereby; provided that such costs road show and expenses, together with all other costs and expenses of the Underwriters except as otherwise explicitly provided for in this Section 4(a)(vii4(vii), the Underwriters shall not exceed $125,000pay all of their own expenses, including expenses incurred in connection with any road show and any travel and lodging expenses incurred in connection with drafting sessions.

Payment and Reimbursement of Expenses. The Company, whether or not the 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 respective transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) subject to the limitation set forth below, all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, (D) the fees and expenses of any transfer agent or registrar, (iiE) subject to the limitation set forth below, the fees and disbursements of the Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate)Securities, (D) the fees and expenses of the transfer agent or registrar, (EF) listing fees, if any, (FG) 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 Underwriters and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (providedshow, 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 (GH) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company also agrees that if will reimburse the 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 $125,000 (xincluding amounts payable pursuant to clauses (C) and (E) above); without the First Closing Date occurs or (y) 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, upon written request by the Representative (including by e-mail), the Company will promptly reimburse the several Underwriters for costs all out-of-pocket accountable disbursements (including but not limited to the reasonable fees and expenses disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters incurred in connection with the offering of their investigation, preparing to market and marketing the Securities contemplated hereby; provided that such costs and expenses, together with all other costs and expenses or in contemplation of the Underwriters provided for in this Section 4(a)(vii), shall not exceed performing their obligations hereunder up to an aggregate of $125,00090,000.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (Ai) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters Underwriter of the Securities, ; (Bii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), ; (Ciii) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with the qualification of the Securities for offering and sale by the Underwriters Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions which you shall designate, ; (iv) the fees and expenses of the Company’s transfer agent or registrar; (iiv) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities Securities; (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (Evi) listing fees, if any, ; (Fvii) the cost and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities; (viii) all reasonable, out-of-pocket expenses of the Underwriter (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriter’s counsel and the Underwriter’s reasonable travel, lodging, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriter’s investigation of the Company, travel preparation to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing their obligations hereunder, which amount shall not exceed $100,000 in the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show (provided, 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) aggregate; and (Gix) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.

Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all reasonable expenses (including transfer taxes allocated to the respective transferees) incurred by the Company in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, any issuer free writing prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable jurisdictions), (C) all filing fees and fees and disbursements of the Underwriters’ counsel incurred in connection with (i) with 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, and (ii) any required review and approval by FINRA of the terms of the sale of the Securities (such fees and disbursements of counsel pursuant to (i) and (ii) above, not to exceed $10,000 in the aggregate), (D) the fees and expenses of the transfer agent or registrar, (E) the filing fees incident to any required review and approval by FINRA of the terms of the sale of the Securities, (F) listing fees, if any, (FG) the cost costs and expenses of the Company relating to investor presentations or any “road showroadshow” undertaken in connection with marketing of the Securities, (H) all reasonable, out-of-pocket expenses of the Underwriters (including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, reasonable fees and expenses disbursements of any consultants engaged the Underwriters’ counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the road show presentations with the prior approval Underwriters’ investigation of the Company, travel preparing to market and lodging expenses marketing the Securities, sale of the officers Securities or in contemplation of performing its obligations hereunder, which amount will not exceed $125,000 in the Company and any such consultantsaggregate, and the cost of any aircraft chartered in connection with the road show (provided, 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 (GI) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for 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 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 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, together with all other costs and expenses of the Underwriters provided for in this Section 4(a)(vii), shall not exceed $125,000.