Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees and expenses of Representative’s counsel to the Representative not to exceed $15,000 in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Public Securities on Nasdaq the New York Stock Exchange or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 to Odeon for its services the fees and expenses as of the QIU; Underwriters’ legal counsel, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above it incurred on behalf of the Company (which shall be mutually agreed upon between the Company and the Representative prior to Closing) ), up to be paid by the Company to the Representative and others$200,000. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to $50,000 (less any amounts previously paid).

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 2,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representative) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative may reasonably request, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be ; provided that aggregate expense reimbursements paid by the Company to the Representative and othersshall not exceed $75,000. If In the Offering is event that this Agreement shall not consummated be carried out for any reason (other than a breach by whatsoever, within the Representative of time specified herein or any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, or such later date as may be agreed to by the Representative in its sole discretion, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, ; (viii) Nasdaq filing fees or, if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws; (iv) fees and expenses incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, FINRA; (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent; (vi) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative, (viiivii) all costs and expenses of the Company’s expenses Company associated with “road show” marketing and “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12; provided that the foregoing expenses shall not exceed $150,000 in the aggregate (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative). The Company also agrees that it will pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closingthe Closing Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to a maximum of $50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative).

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, pay all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 4,000 per principal person (in the case of U.S. jurisdiction) or $20,000 5,000 (in the aggregatecase of non-US jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentative related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10.

Payment of Expenses. (a) The Company hereby covenants and agrees with the Underwriters that, whether or not the transactions contemplated herein are consummated, the Company will pay or cause to paybe paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the preparation, printing and filing of any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the extent not paid at ClosingUnderwriters; (ii) the cost of printing or producing this Agreement, any Blue Sky Memorandum, closing documents (including compilations thereof) and any other documents in connection with the issuance and sale of the Securities, including the reasonable fees and expenses of counsel to the Underwriters preparing such Blue Sky Memorandum; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof; (iv) the filing fees in connection with securing any required review by the FINRA of the terms of the issuance and sale of the Securities; (v) the cost of preparing the Securities; (vi) fees, expenses and disbursements of the Trustee, any transfer agent or registrar, any agent of or counsel to any of the foregoing, in connection with the Securities or this Agreement; (vii) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (viii) all other costs and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 3.10. If the Offering is consummatedand Section 8 hereof, the Representative may deduct from Underwriters will pay all of their own costs and expenses, including the net proceeds fees, disbursements and expenses of counsel for the Offering payable to the Company on the Closing Date the Underwriters other than fees and expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid borne by the Company to the Representative and others. If the Offering is not consummated for any reason as specified in subsection (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representativeii) above.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 in connection therewithUnderwriters, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If ; provided that the Offering is consummated, expenses listed in the preceding clause that are incurred by the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to only be paid by the Company up to a maximum amount of $100,000 in the Representative and others. If event of the closing of the Offering and up to a maximum amount of $50,000 in the event there is not consummated for any reason (other than a breach by no closing of the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeOffering.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, (x) the reasonable fees and expenses as the QIU; of underwriters’ counsel and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10; provided that the aggregate amount of items (iii), (ix) and (x) shall not exceed $100,000. If the Offering is consummated, the Representative may deduct from the net proceeds of elects not to proceed with the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the reasons described in the next sentence), the Company shall reimburse the Representative for its out-of-pocket expenses in an aggregate amount of up to $25,000 (less any amounts previously paid). If the Representative elects not to proceed with the Offering because the Company has materially breached any of its representations, warranties or obligations hereunder), then or has failed to expeditiously proceed with the Offering or to cooperate with the Representative in requesting effectiveness of the Registration Statement at such time as the Representative may reasonably deem appropriate, the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 100,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingor prior to the Closing Date, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 25,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the UnitsSecurities, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering clearing the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (such counsel fees not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the Trustee, transfer agent and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall not exceed $100,000 and be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such datedate not to exceed $100,000, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 4,000 per principal or $20,000 25,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closing) to be paid by the Company to the Representative Representatives and others. If the Offering is not consummated for any reason (other than a breach by the Representative Representatives of any of its their obligations hereunder), then the Company shall reimburse the Representative Representatives in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If , provided that the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company maximum aggregate expense reimbursement to the Representative and otherswill not exceed $100,000 (less any amounts previously paid). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements in an aggregate amount of counsel up to the Representative$50,000 (less any amounts previously paid).

Payment of Expenses. The Company hereby agrees and the Operating Partnership, jointly and severally, covenant and agree with the Agent that they will pay or cause to pay, to be paid the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to following: (i) the fees, disbursements and expenses of the Company’s legal counsel and accounting fees accountants in connection with the registration of the Shares under the 1933 Act and disbursements, (ii) all other expenses in connection with the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) filing of the Registration Statement, the Preliminary Sale Base Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus, including any pre or post effective Prospectus and amendments or and supplements thereto, thereto and the mailing and delivery of copies thereof to the Agent; (ii) the cost of printing and mailing of or producing this Agreement and related documentsany Terms Agreement, any blue sky and legal investment memoranda, closing documents (including the cost of all copies thereof any compilations thereof) and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred other documents in connection with conducting background checks of the Company’s management teamoffering, up to a maximum of $2,000 per principal or $20,000 in the aggregatepurchase, (iv) the preparation, printing, engraving, issuance sale and delivery of the Units, Shares; (iii) all expenses in connection with the Common Stock qualification of the Shares for offering and the Warrants included sale under state securities laws as provided in the UnitsSection 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with any transfer or other taxes payable thereon, blue sky and legal investment memoranda; (viv) any filing fees incurred in registering the Offering with FINRA incident to, and the reasonable fees and disbursements of counsel to for the Representative not to exceed $15,000 Agent in connection therewithwith, any required review by FINRA of the terms of the sale of the Shares; (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (viiv) all fees and disbursements of expenses in connection with listing the transfer and warrant agent, (viii) all of Shares on the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such managementPrincipal Market; (ixvi) $100,000 to Odeon for its services the cost of preparing the Shares; (vii) the costs and expenses as the QIUcharges of any transfer agent or registrar or any dividend distribution agent; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If 5; and (ix) if Shares having an aggregate offering price of $25,000,000 or more have not been offered and sold under this Agreement and/or the Offering is consummatedAlternative Sales Agreements by May 1, the Representative may deduct from the net proceeds of the Offering payable to 2020 (or such earlier date at which the Company on terminates this Agreement) (the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder“Determination Date”), then the Company shall reimburse the Representative in full Agent and the Alternative Agents for its all reasonable out-of-pocket accountable expenses actually incurred through such dateexpenses, including, without limitation, including the reasonable fees and disbursements of counsel incurred by the Agent and the Alternative Agents in connection with the transactions contemplated by this Agreement and each of the Alternative Sales Agreements (the “Expenses”); provided, however, that the Expenses shall not exceed an aggregate under this Agreement and each of the Alternative Sales Agreements of $150,000. Any Expenses shall be due and payable by the Company within five (5) business days of the Determination Date. It is understood, however, that, except as provided in this Section 5, and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make. The Agents shall be solely responsible for allocating any reimbursement received pursuant to the Representativethis Section 5 among themselves.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 50,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, or upon demand if there is no Closing, all Company expenses incidental related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (ia) the Company’s legal and accounting all filing fees and disbursements, (ii) communication expenses relating to the preparation, printing, filing, mailing and delivery registration of the Common Stock to be sold in the Offering (including the payment of postage Option Shares) with respect to such mailingthe Commission; (b) all Public Filing System filing fees associated with the review of the Registration Statement, the Preliminary Sale Prospectus Offering by FINRA; (c) all fees and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied expenses relating to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks listing of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the such Public Securities on Nasdaq or the Exchange and such other stock exchange or exchanges as the Company and the Representative may together determine, including any fees charged by DTC; (viid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (m) the fees and expenses of Underwriters Counsel up to an amount of $125,000 (which maximum shall apply solely to such fees and disbursements of the transfer counsel and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management not to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services other fees and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummatedSection); (n) translation cost for due diligence purposes, the reasonable cost for roadshow meetings and the preparation of a power point presentation; and (o) the Underwriters’ actual accountable expenses for the Offering, including, without limitation, expenses related to the “road show.” Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $175,000 in the aggregate, including but not limited to travel, communication, third party expenses, etc., the legal fees and disbursements of Underwriters Counsel and road show expenses as described therein (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Additionally, the Company had provided an expense advance (the “Advance”) to the Representative of $25,000. The Advance shall be applied towards out-of-pocket expense set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) herein to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (Underwriters other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel amounts already advanced to the Representative. In addition, the Company hereby agrees to pay the Underwriter a non-accountable expense allowance computed at the rate of one percent (1.0%) of the gross proceeds of the Public Securities sold in the offering.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (ia) the Company’s legal and accounting all filing fees and disbursements, (ii) communication expenses relating to the preparation, printing, filing, mailing and delivery registration of the Units to be sold in the Offering (including the payment of postage Over-allotment Units) with respect to such mailingthe Commission; (b) all COBRA Desk filing fees associated with the review of the Registration Statement, Offering by FINRA; (c) all fees and expenses relating to the Preliminary Sale Prospectus listing or qualification for trading on the securities exchange or trading system as the Company and the ProspectusUnderwriter together determine; (d) all fees, including any pre or post effective amendments or supplements thereto, expenses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied disbursements relating to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 officers and directors in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative an amount not to exceed $15,000 in connection therewith, 5,000 per individual; (vie) all fees, costs expenses and expenses incurred in listing disbursements relating to the Securities on Nasdaq registration or qualification of the Units under the “blue sky” securities laws of such states and other stock exchanges jurisdictions as the Company Representative may reasonably designate (including, without limitation, all filing and the Representative together determineregistration fees, (vii) all and reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Units (and the underlying securities) under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (h) the costs and expenses of the public relations firm referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Units and the securities underlying the Units; (j) fees and expenses of the transfer agent for the Units and warrant agentthe securities underlying the Units; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (viiil) all the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and the New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses associated with “due diligence” of the Company’s legal counsel and other agents and representatives; (p) $16,000 for the Representative’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $10,000 for the Underwriters’ actual “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips expenses for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10Offering. If the Offering is consummated, the Representative The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) herein to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriter.

Payment of Expenses. (a) The Company hereby agrees to pay, pay on each of the Closing Date and the Option Closing Date (to the extent not paid at Closingthe Closing Date) all expenses and fees (other than fees of Underwriters' Counsel, all Company expenses incidental except as provided in (iv) below) incident to the performance of the obligations of the Company under this Agreement and the Representative's Warrant Agreement, including but not limited to including, without limitation, (i) the Company’s legal and accounting fees and disbursementsexpenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the preparation, printingduplication, printing (including mailing and handling charges), filing, delivery and mailing and delivery (including the payment of postage with respect to such mailingthereto) of the Registration StatementStatement and the Prospectus and any amendments and supplements thereto and the printing, mailing (including the payment of postage with respect thereto) and delivery of this Agreement, the Preliminary Sale Prospectus and Representative's Warrant Agreement, the ProspectusAgreement Among Underwriters, including any pre or post effective amendments or supplements theretothe Selected Dealer Agreements, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters and such dealers as the Underwriters may request, in quantities as may be required by the Underwritershereinabove stated, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the UnitsSecurities including, but not limited to, (x) the purchase by the Underwriters of the Firm Securities and the Option Securities and the purchase by the Representative of the Representative's Warrants from the Company, (y) the consummation by the Company of any of its obligations under this Agreement and the Representative's Warrant Agreement, and (z) resale of the Firm Securities and the Option Securities by the Underwriters in connection with the distribution contemplated hereby, (iv) the qualification of the Securities under state or foreign securities or "Blue Sky" laws and determination of the status of such securities under legal investment laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum", the Common Stock "Supplemental Blue Sky Memorandum" and the Warrants included in the Units"Legal Investments Survey," if any, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable disbursements and fees of counsel to the Representative not to exceed $15,000 in connection therewith, (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as by the Company in connection with the "road show", (vi) fees and expenses of the Representative together determineTransfer Agent and registrar and all issue and transfer taxes, if any, (vii) all fees and disbursements applications for assignment of a rating of the transfer and warrant agentSecurities by qualified rating agencies, (viii) all of the Company’s expenses associated with “due diligence” fees payable to the Commission and “road show” meetings arranged by the Representative NASD, and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services the fees and expenses as incurred in connection with the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds quotation of the Offering payable to the Company Securities on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company Amex and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representativeexchange.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewiththerewith (including the costs incurred in connection with (iii) above), (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby Partnership agrees with the Manager, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, to pay all of its own expenses incurred in connection with the performance of its obligations under this Agreement, and the Partnership will pay, to or reimburse if paid by the extent Manager, whether or not paid at Closingthe transactions contemplated hereby are consummated or this Agreement is terminated, all Company costs and expenses incidental incident to the performance of the obligations of the Company Partnership under this Agreement, including but not limited those relating to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) filing of the Registration StatementStatement and exhibits thereto, the Preliminary Sale Base Prospectus, the Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and furnishing to the Manager copies of each thereof (including costs of mailing and shipment), this Agreement, any powers of this Agreement attorney and related documentsany closing documents (including compilations thereof), (ii) the issuance, preparation, sale and delivery of the Units, including the cost costs and expenses of all copies thereof any registrar, transfer agent and any amendments thereof agent thereof, including any reasonable fees and disbursements of counsel therefor and any stock or supplements thereto supplied to transfer taxes and stamp and similar duties payable upon the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engravingsale, issuance and delivery of the UnitsUnits to the Manager, (iii) the Common Stock registration or qualification of the Units for offer and sale under the securities or “blue sky” laws of the various jurisdictions referred to in Section 4(h), including the reasonable fees and disbursements of counsel for the Manager in connection therewith and the Warrants included in preparation and printing of legal investment and preliminary and supplementary “blue sky” memoranda, (iv) the Unitsfurnishing to the Manager of copies of each Prospectus and any amendments or supplements thereto, and of the several documents required by Section 4(c) to be so furnished, including any transfer or other taxes payable thereoncosts of shipping and mailing, (v) filing fees incurred in registering the Offering with FINRA and listing of the reasonable fees of counsel to Units on the Representative not to exceed $15,000 in connection therewithNYSE, (vi) feesany filing for review of the public offering of the Units by FINRA, including the reasonable fees and disbursements of counsel for the Manager relating to FINRA matters and (vii) all other reasonable fees and disbursements of the Manager’s counsel and the Partnership’s counsel and accountants. The Manager will pay all of its other own out-of-pocket costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company connection with entering into this Agreement and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged transactions contemplated by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateAgreement, including, without limitation, reasonable fees travel, reproduction, printing and disbursements of counsel to the Representativesimilar expenses.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the The Company shall pay or reimburse the Representative in full for its the actual and reasonable out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees in connection with the performance of its obligations under this Agreement in an amount not to exceed $150,000 in the event of a Closing and disbursements of counsel to $75,000 in the Representativeevent there is no Closing.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 10,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees and expenses of Representative’s counsel to the Representative (not to exceed $15,000 90,000) in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; management (ix) not to exceed $100,000 to Odeon for its services and expenses as the QIU15,000); and (xix) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above it incurred on behalf of the Company (which shall be mutually agreed upon between the Company and the Representative prior to Closing), up to $135,000 (inclusive of the enumerated expenses specified in paragraphs (iii), (v) to be paid by the Company to the Representative and others(viii)). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to $100,000.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, ; (viii) filing fees, costs and expenses (including fees and disbursements of the Representative’s counsel up to $15,000) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, FINRA; (viiv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, ; (viiiv) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (vi) all costs and expenses of the Company’s expenses Company associated with “road show” marketing and “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixvii) $100,000 to Odeon background checks obtained by the Representative for its services each of the Company’s directors and expenses as the QIU; officers, and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12. If the Offering is consummated, the The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder)whatsoever, then the Company shall reimburse the Representative in full for its out-of-their respective out of pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentative (which legal fees shall not exceed $75,000).

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for the Underwriter’s counsel retained for such purpose (v) filing such fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed shall be $15,000 in connection therewiththe aggregate (of which $7,500 has previously been paid)), and a one-time fee of $5,000 payable to the Underwriter’s counsel for the preparation of the Secondary Market Trading Survey; (viiv) filing fees, costs and expenses incurred in listing registering the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, Offering with FINRA; (viiv) all fees and disbursements of the transfer and warrant agent, ; (viiivi) all the preparation and delivery of the Company’s expenses associated with “due diligence” transaction lucite cubes or similar commemorative items in a style and “road show” meetings arranged quantity as reasonably requested by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIUUnderwriter; and (xvii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12. If the Offering is consummated, the Representative The Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative Underwriter prior to Closing) to be paid by the Company to the Representative Underwriter and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder)EarlyBirdCapital, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateInc. ____________, including, without limitation, reasonable fees and disbursements of counsel to the Representative.2011

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (ia) the Company’s legal and accounting all filing fees and disbursements, (ii) communication expenses relating to the preparation, printing, filing, mailing and delivery registration of the Units to be sold in the Offering (including the payment of postage Over-allotment Units) with respect to such mailingthe Commission; (b) all COBRA Desk filing fees associated with the review of the Registration Statement, Offering by FINRA; (c) all fees and expenses relating to the Preliminary Sale Prospectus listing or qualification for trading on the securities exchange or trading system as the Company and the ProspectusUnderwriter together determine; (d) all fees, including any pre or post effective amendments or supplements thereto, expenses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied disbursements relating to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 officers and directors in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative an amount not to exceed $15,000 9,000 in connection therewith, the aggregate; (vie) all fees, costs expenses and expenses incurred in listing disbursements relating to the Securities on Nasdaq registration or qualification of the Units under the “blue sky” securities laws of such states and other stock exchanges jurisdictions as the Company Representative may reasonably designate (including, without limitation, all filing and the Representative together determineregistration fees, (vii) all and reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Units (and the underlying securities) under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (h) the costs and expenses of the public relations firm referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Units and the securities underlying the Units; (j) fees and expenses of the transfer agent for the Units and warrant agentthe securities underlying the Units; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (viiil) all the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and the New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses associated with “due diligence” of the Company’s legal counsel and other agents and representatives; (p) $16,000 for the Representative’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $10,000 for the Underwriters’ actual “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips expenses for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10Offering. If the Offering is consummated, the Representative The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) herein to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriter.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting all filing fees and disbursements, communication expenses relating to the registration of the Public Securities with the Commission; (ii) all Public Filing System filing fees associated with the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) review of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required Offering by the Underwriters, FINRA; (iii) all fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel expenses relating to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the of such Public Securities on Nasdaq or the Exchange and such other stock exchanges as the Company and the Representative together determine; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate; (v) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, the Warrant Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (vii) all the costs of preparing, printing and delivering certificates representing the Public Securities; (viii) filing fees related to the Certificate of Designation and fees and disbursements expenses of the transfer agent for the shares of Common Stock and warrant agentPreferred Stock and the Warrant Agent for the Warrants and Option Warrants; (ix) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (viiix) all the fees and expenses of the Company’s accountants; (xi) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xii) the fees and expenses of the Underwriters’ legal counsel not to exceed $100,000; (xiii) up to $25,000 associated with “due diligence” the Representative’s use of IPREO’s book-building, prospectus tracking and compliance software for the Offering; (xiv) up to $25,000 of the Representative’s actual accountable marketing and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips expenses for the Company’s management Offering.; and (xv) up to meet with prospective investors, all travel, food and lodging $5,000 for expenses associated with such trips for background checks incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10Representative. If the Offering is consummated, the The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) herein to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewiththerewith (including the costs incurred in connection with (iii) above), (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq NYSE or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. (a) The Company hereby agrees to pay, pay on each of the Closing Date and each Option Closing Date (to the extent not paid at Closingpreviously paid) all expenses and fees (other than fees of Underwriters' Counsel, all Company expenses incidental except as provided in (iv) below) incident to the performance of the obligations of the Company under this Agreement and the Representative's Warrant Agreement, including but not limited to including, without limitation, (i) the Company’s legal and accounting fees and disbursementsexpenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the preparation, duplication, printing, filing, delivery and mailing and delivery (including the payment of postage with respect to such mailingthereto) of the Registration StatementStatement and the Prospectus and any amendments and supplements thereto and the duplication, mailing (including the payment of postage with respect thereto) and delivery of this Agreement, the Preliminary Sale Prospectus and Agreement Among Underwriters, the ProspectusSelected Dealers Agreements, including any pre or post effective amendments or supplements theretothe Powers of Attorney, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters and such dealers as the Underwriters may request, in quantities as may be required by the Underwritershereinabove stated, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Unitscertificates representing the Registered Securities, (iv) the Common Stock qualification of the Registered Securities under state or foreign securities or "Blue Sky" laws and determination of the Warrants included in the Unitsstatus of such securities under legal investment laws, including any transfer or other taxes payable thereonthe costs of printing and mailing the "Preliminary Blue Sky Memorandum," the "Supplemental Blue Sky Memorandum" and "Legal Investments Survey," if any, (v) filing fees incurred in registering the Offering with FINRA and the reasonable disbursements and fees of counsel to the Representative not to exceed $15,000 in connection therewith, (viv) feesadvertising costs and expenses, including but not limited to the costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as by the Company and the Representative together determinein connection with the "road show," information meetings and presentations, bound volumes and prospectus memorabilia and "tombstone" advertisement expenses, (vi) experts, (vii) all fees and disbursements expenses of the transfer agent and warrant agentregistrar, (viii) all of the Company’s expenses associated with “due diligence” fees payable to the Commission and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowNASD, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services issue and expenses as the QIU; transfer taxes, if any and (x) all other costs the fees and expenses customarily borne by an issuer incidental to incurred in connection with the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds listing of the Offering payable to the Company Common Stock on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for Nasdaq National Market or any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representativemarket or exchange.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, (x) the reasonable fees and expenses as the QIU; of underwriters’ counsel and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10; provided that the aggregate amount of items (iii), (ix) and (x) shall not exceed $100,000. If the Offering is consummated, the Representative may deduct from the net proceeds of elects not to proceed with the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the reasons described in the next sentence), the Company shall reimburse the Representative for its out-of-pocket expenses in an aggregate amount of up to $50,000 (less any amounts previously paid). If the Representative elects not to proceed with the Offering because the Company has materially breached any of its representations, warranties or obligations hereunder), then or has failed to expeditiously proceed with the Offering or to cooperate with the Representative in requesting effectiveness of the Registration Statement at such time as the Representative may reasonably deem appropriate, the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees and the Operating Partnership, jointly and severally, covenant and agree with the Agent that they will pay or cause to pay, to be paid the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to following: (i) the fees, disbursements and expenses of the Company’s legal counsel and accounting fees accountants in connection with the registration of the Shares under the 1933 Act and disbursements, (ii) all other expenses in connection with the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) filing of the Registration Statement, the Preliminary Sale Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus, including any pre or post effective Prospectus and amendments or and supplements thereto, thereto and the mailing and delivery of copies thereof to the Agent; (ii) the cost of printing and mailing of or producing this Agreement and related documentsany Terms Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including the cost of all copies thereof any compilations thereof) and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred other documents in connection with conducting background checks of the Company’s management teamoffering, up to a maximum of $2,000 per principal or $20,000 in the aggregatepurchase, (iv) the preparation, printing, engraving, issuance sale and delivery of the Units, Shares; (iii) all expenses in connection with the Common Stock qualification of the Shares for offering and the Warrants included sale under state securities laws as provided in the UnitsSection 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA incident to, and the reasonable fees and disbursements of counsel to for the Representative not to exceed $15,000 Agent in connection therewithwith, any required review by FINRA of the terms of the sale of the Shares; (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (viiv) all fees and disbursements of expenses in connection with listing the transfer and warrant agent, (viii) all of Shares on the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such managementPrincipal Market; (ixvi) $100,000 to Odeon for its services the cost of preparing the Shares; (vii) the costs and expenses as the QIUcharges of any transfer agent or registrar or any dividend distribution agent; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If Section; and (ix) if Shares having an aggregate offering price of $25,000,000 or more have not been offered and sold under this Agreement and/or the Offering is consummated, Alternative Sales Agreements by the Representative may deduct from the net proceeds two-year anniversary of the Offering payable to this Agreement (or such earlier date at which the Company on terminates this Agreement) (the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder“Determination Date”), then the Company shall reimburse the Representative in full Agent and the Alternative Agents for its all reasonable out-of-pocket accountable expenses actually incurred through such dateexpenses, including, without limitation, including the reasonable fees and disbursements of counsel incurred by the Agent and the Alternative Agents in connection with the transactions contemplated by this Agreement and each of the Alternative Sales Agreements (the “Expenses”); provided, however, that the Expenses shall not exceed an aggregate under this Agreement and each of the Alternative Sales Agreements of $150,000. Any Expenses shall be due and payable by the Company within five (5) business days of the Determination Date. It is understood, however, that, except as provided in this Section, and Section 7 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Shares by it, and any advertising expenses connected with any offers it may make. The Agents shall be solely responsible for allocating any reimbursement received pursuant to the Representativethis subsection among themselves.

Payment of Expenses. a. The Company hereby agrees to pay, pay on each of the Closing Date and the Option Closing Date (to the extent not paid at Closing, the Closing Date) all Company expenses incidental and fees (other than fees of Underwriters' Counsel incident to the performance of the obligations of the Company under this Agreement and the Underwriters' Warrant Agreement, including but not limited to including, without limitation, (i) the Company’s legal and accounting fees and disbursementsexpenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the preparation, duplication, printing, (including mailing and handling charges) filing, delivery and mailing and delivery (including the payment of postage with respect to such mailingthereto) of the Registration StatementStatement and the Prospectus and any amendments and supplements thereto and the printing, mailing (including the payment of postage with respect thereto) and delivery of this Agreement, the Preliminary Sale Prospectus and Agreement Among Underwriters, the ProspectusSelected Dealer Agreements, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters and such dealers as the Underwriters may request, in quantities as may be required by the Underwritershereinabove stated, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the UnitsSecurities, including, but not limited to, (A) the purchase by the Underwriters of the Securities and the purchase by the Representative of the Underwriters' Warrants from the Company, (B) the consummation by the Company of any of its obligations under this Agreement and the Underwriters' Warrant Agreement, and (C) the resale of the Securities by the Underwriters in connection with the distribution contemplated hereby, (iv) the qualification of the Securities under state or foreign securities or "Blue Sky" laws and determination of the status of such securities under legal investment laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum", the Common Stock "Supplemental Blue Sky Memorandum" and the Warrants included in the Units"Legal Investments Survey", including any transfer or other taxes payable thereonif any, (v) filing fees incurred in registering the Offering with FINRA and the reasonable disbursements and fees of the Company's counsel to the Representative not to exceed $15,000 in connection therewith, (v) costs and expenses in connection with due diligence investigations, including, but not limited to, the fees of any consultant retained, (vi) feesfees and expenses of the transfer agent and registrar, costs (vii) the fees payable to the Commission and the NASD, and (viii) the fees and expenses incurred in listing connection with the quotation of the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative appropriate NASDAQ Market and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representativeexchange.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants Rights included in the Units, including any transfer or other taxes payable thereon, (viv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (viv) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (viivi) all fees and disbursements of the transfer and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (xvii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If Notwithstanding anything contained herein to the Offering is consummatedcontrary, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company pursuant to the Representative and othersthis Section 3.10 shall in no event exceed $125,000. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses of up to $50,000 actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, pay all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Public Shares and the Warrants included in the UnitsPublic Warrants, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable and documented fees of counsel to of the Representative Underwriters (such legal fees not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Public Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10, provided that the fees and expenses reimbursed to the Underwriters shall not exceed $75,000 in the aggregate (including legal fees). If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closingthe Closing Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative Underwriters of any of its their obligations hereunder), then the Company shall reimburse the Representative in full for up to an aggregate of $75,000 of its out-of-pocket reasonable and documented accountable expenses actually incurred through such date, including, without limitation, reasonable and documented out-of-pocket fees and disbursements of counsel to the RepresentativeUnderwriters related to FINRA matters, provided that such legal fees shall not exceed $15,000. In addition, in the event that the Company requests that any of the Underwriters undertake any financial or capital markets advisory activities or services (the “Business Combination Services”), the Company hereby agrees to pay at the closing of the Business Combination, all reasonable and documented out of pocket expenses (including, for the avoidance of doubt, background checks and legal expenses of external counsel) incurred by such Underwriter in connection therewith and with supporting such Underwriter’s Due Diligence Defense (as defined below); provided further, however, that the aggregate amount of such expenses (including legal expenses) reimbursable by the Company shall not exceed $400,000 if the Business Combination is consummated, and $250,000 if the Business Combination is not consummated, without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Underwriter will notify the Company when it proposes to engage legal counsel to assist in supporting its Due Diligence Defense; however, for the avoidance of doubt, failure to timely notify the Company of such engagement shall not negate the Company’s expense reimbursement obligations set forth herein.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 10,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees and expenses of Representative’s counsel to the Representative (not to exceed $15,000 90,000) in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees, expenses and disbursements relating to the registration or qualification of the Units under the “blue sky” securities laws of such states and other jurisdictions as the Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $5,000, (viii) the $20,000 cost associated with data and communications expenses including the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering, (ix) all fees and disbursements of the transfer and warrant agent, (viiix) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; management (ix) not to exceed $100,000 to Odeon for its services and expenses as the QIU15,000); and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above it incurred on behalf of the Company (which shall be mutually agreed upon between the Company and the Representative prior to Closing), up to $135,000 (inclusive of the enumerated expenses specified in paragraphs (iii), (v), (viii) to be paid by the Company to the Representative and others(x)). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to $100,000.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up team not to a maximum of exceed to $2,000 per principal or $20,000 15,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 125,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; management not to exceed $30,000, (ix) the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, (x) costs associated with the use of Ipreo’s book building, prospectus tracking and compliance software not to exceed $100,000 to Odeon for its 29,500, (xi) data services and communications expenses as the QIU; not to exceed $10,000 and (xxii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If , provided that accountable expenses for the Offering is consummated, Underwriters will not exceed $125,500 in the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and othersaggregate. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (such legal fees not to exceed $15,000 20,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. ; provided that the expenses reimbursed to the Underwriters shall not exceed $50,000 in the aggregate.. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative. If the Offering is consummated, the Company hereby also agrees to pay, promptly upon request of the Representative, all reasonable out of pocket expenses incurred by any of the Underwriters which are associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any of the Underwriters at the request of the Company.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 10,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees and expenses of Representatives’ counsel to the Representative (not to exceed $15,000 90,000) in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; management (ix) not to exceed $100,000 to Odeon for its services and expenses as the QIU15,000); and (xix) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above it incurred on behalf of the Company (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closing), up to $135,000 (inclusive of the enumerated expenses specified in paragraphs (iii), (v) to be paid by the Company to the Representative and others(viii)). If the Offering is not consummated for any reason (other than a breach by the Representative Representatives of any of its obligations hereunder), then the Company shall reimburse the Representative Representatives in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives, up to $100,000.

Payment of Expenses. The Company hereby agrees to pay, to and the extent not paid at Closing, Guarantor will pay all Company expenses incidental incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including but not limited to (i) the Company’s legal and accounting fees and disbursementsexpenses of the Trustee and its professional advisors, (ii) any filing fees and reasonable attorney’s fees and expenses incurred by the preparation, printing, filing, mailing and delivery (including Company or the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre Guarantor or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as may be required by the UnderwritersRepresentatives designate and the preparation and printing of memoranda relating thereto, (iii) the filing fees incurred incident to, and the reasonable fees and expenses of counsel for the Underwriters, in an amount not to exceed $20,000, in connection with conducting background checks the FINRA’s review and approval of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 Underwriters’ participation in the aggregateoffering and distribution of the Offered Securities, (iv) fees and expenses in connection with the preparation, printing, engraving, issuance and delivery registration of the Units, Offered Securities under the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereonExchange Act, (v) filing fees expenses incurred in registering the Offering with FINRA distributing preliminary prospectuses and the reasonable fees of counsel Final Prospectus (including any amendments and supplements thereto) to the Representative not Underwriters and expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to exceed $15,000 in connection therewithinvestors or prospective investors, (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company and the Guarantor will also pay or reimburse the Underwriters (to the extent incurred in listing by them) for costs and expenses of the Securities on Nasdaq or such Company’s officers and employees and any other stock exchanges as expenses of the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and Guarantor relating to investor presentations or any “road show” meetings arranged by in connection with the Representative offering and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds sale of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, Offered Securities including, without limitation, reasonable any travel expenses of the Company’s and the Guarantor’s officers and employees, provided, however, that the Underwriters will pay 50% of the costs and expenses of any chartered flight. Except as provided in this Agreement, the Underwriters shall pay all of their own costs and expenses, including the fees and disbursements disbursement of counsel to the Representativetheir counsel.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, pay all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 4,000 per principal person (in the case of U.S. jurisdiction) or $20,000 5,000 (in the aggregatecase of non-U.S. jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and all of the expenses as associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the QIUrequest of the Company; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentative related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10.

Payment of Expenses. The Company hereby agrees to pay, HCA will pay all expenses incident to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under transactions contemplated by this Agreement, including but whether or not limited the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (i) the Company’s legal and accounting fees and disbursements, (iia) the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) distribution of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre Prospectus Supplement and each amendment or post effective amendments or supplements thereto, supplement thereto and the printing and mailing delivery of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiib) fees incurred in connection with conducting background checks the preparation of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregatethis Agreement, (ivc) the preparation, printing, engraving, issuance and delivery of the UnitsNotes to the Underwriters (or any appointed clearing organizations), (d) the Common Stock fees and disbursements of HCA’s and the Warrants included in the Units, including any transfer or other taxes payable thereonDepositor’s accountants, (ve) the qualification of the Notes under state securities laws including filing fees incurred in registering the Offering with FINRA and the reasonable fees and disbursements of counsel to the Representative not to exceed $15,000 Underwriters in connection therewiththerewith and in connection with the preparation of any Blue Sky survey (including the printing and delivery thereof to the Underwriters), (vif) feesany fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, costs (g) the fees and expenses incurred in listing the Securities on Nasdaq with respect to any filing with, and review by, DTC or such other stock exchanges as the Company and the Representative together determineany similar organizations, (viih) all the fees and disbursements of the transfer Indenture Trustee and warrant agentits counsel, if any, (viiii) all the fees and disbursements of the CompanyOwner Trustee and its counsel, if any, (j) the fees and expenses of Rxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Trust, (k) the reasonable fees and expenses of HCA’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under Section 6(h) above. To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the fees and expenses associated described in clauses (a) through (l). Neither HCA nor the Depositor is responsible for any out -of-pocket expenses of the Representative or the Underwriters in connection with “due diligence” and “road show” meetings arranged the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 11 hereof), HCA will reimburse the Representative and any presentations made available by way of a netroadshow, including without limitation trips the Underwriters for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, (including reasonable fees and disbursements of counsel to the RepresentativeRepresentative and the Underwriters) incurred by them in connection with the offering of the Notes.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,000 per principal or $20,000 21,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, to with the extent not paid at Closing, several Underwriters that the Company will pay all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting any filing fees and disbursementsreasonable 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 Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements theretofiling fees incident to, and the printing reasonable fees and mailing expenses of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to counsel for the Underwriters up to $30,000, in quantities as may be required by connection with FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (iii) fees incurred in connection with conducting background checks of and expenses incident to listing the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in Offered Securities on the aggregateNew York Stock Exchange, (iv) fees and expenses in connection with the preparation, printing, engraving, issuance and delivery registration of the Units, Offered Securities under the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereonExchange Act, (v) filing fees expenses incurred in registering distributing preliminary prospectuses, the Offering with FINRA Final Prospectus (including any amendments and supplements thereto) and the reasonable fees of counsel Registration Statement and exhibits thereto to the Representative not Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to exceed $15,000 in connection therewith, investors or prospective investors and (vi) all other fees, costs and expenses incurred referred to in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements Item 13 of Part II of the transfer Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and warrant agent, (viii) all expenses of the Company’s officers and employees and any other expenses associated with “due diligence” and of the Company relating to investor presentations or any “road show” meetings arranged by in connection with the Representative offering and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds sale of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, Offered Securities including, without limitation, reasonable any travel expenses of the Company’s officers and employees and any other expenses of the Company, including 50% of the cost of the chartering of airplanes. It is understood, however, that except as provided in this Section 5(i) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and disbursements any road show expenses incurred by them (other than costs and expenses incurred by the Underwriters on behalf of counsel to the RepresentativeCompany).

Payment of Expenses. The Company hereby agrees to pay, HCA will pay all expenses incident to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under transactions contemplated by this Agreement, including but whether or not limited the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (i) the Company’s legal and accounting fees and disbursements, (iia) the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) distribution of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre Prospectus Supplement and each amendment or post effective amendments or supplements thereto, supplement thereto and the printing and mailing delivery of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiib) fees incurred in connection with conducting background checks the preparation of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregatethis Agreement, (ivc) the preparation, printing, engraving, issuance and delivery of the UnitsNotes to the Underwriters (or any appointed clearing organizations), (d) the Common Stock fees and disbursements of HCA’s and the Warrants included in the Units, including any transfer or other taxes payable thereonDepositor’s accountants, (ve) the qualification of the Notes under state securities laws including filing fees incurred in registering the Offering with FINRA and the reasonable fees and disbursements of counsel to the Representative not to exceed $15,000 Underwriters in connection therewiththerewith and in connection with the preparation of any Blue Sky survey (including the printing and delivery thereof to the Underwriters), (vif) feesany fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, costs (g) the fees and expenses incurred in listing the Securities on Nasdaq with respect to any filing with, and review by, DTC or such other stock exchanges as the Company and the Representative together determineany similar organizations, (viih) all the fees and disbursements of the transfer Indenture Trustee and warrant agentits counsel, if any, (viiii) all the fees and disbursements of the CompanyOwner Trustee and its counsel, if any, (j) the fees and expenses of Rxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Trust, (k) the reasonable fees and expenses of HCA’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under Section 6(h) above. To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the fees and expenses associated described in clauses (a) through (l). Neither HCA nor the Depositor is responsible for any out -of-pocket expenses of the Representative or the Underwriters in connection with “due diligence” the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 6(i) of this Agreement and “road show” meetings arranged by (ii) pursuant to Section 11 hereof), HCA will reimburse the Representative and any presentations made available by way of a netroadshow, including without limitation trips the Underwriters for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, (including reasonable fees and disbursements of counsel to the RepresentativeRepresentative and the Underwriters) incurred by them in connection with the offering of the Notes.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewiththerewith (including the costs incurred in connection with (iii) above), (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay all expenses (other than fees of counsel for the Underwriters, to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to except as provided in Section 6(c)) in connection with (i) the Company’s legal and accounting fees and disbursements, (iia) the preparation, printing, filing, distribution, and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, Statement and the Preliminary Sale Prospectus and the Prospectusprinting, including any pre or post effective amendments or supplements theretofiling, and the printing distribution, and mailing of this Agreement and the Agreement Among Underwriters, any Selected Dealer Agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required hereinabove stated, (b) the issuance, sale, transfer, and delivery (as applicable) of the Securities, including, without limitation, the purchase from the Company of the Stock by the Underwriters, (iii) fees incurred the purchase by the Representative of the Representative's Warrants, the consummation by the Company of any of its obligations under the this Agreement, the Financial Advisory Agreement, or under the Representative's Warrants, the resale of the Stock by the Underwriters in connection with conducting background checks of the Company’s management teamdistribution contemplated by this Agreement, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (vc) filing fees incurred in registering the Offering with FINRA qualification of the Securities under state or foreign "blue sky" or securities laws, including the costs of printing and mailing the preliminary and final "Blue Sky Survey" and the reasonable fees of counsel to for the Representative not to exceed Underwriters ($15,000 35,000) and the disbursements in connection therewith, (vid) feesthe filing fees payable to the Commission, the NASD, NASD Regulation, Inc. ("NASDR"), and the jurisdictions in which such qualification is sought, (e) any fees relating to the listing of the Common Shares on the Exchange and any other stock market or exchange, (f) the cost of printing or engraving certificates representing the Securities, (g) the fees of the transfer agent for the Securities, (h) advertising costs and expenses, including, but not limited to, costs and expenses incurred in listing relating to the Securities on Nasdaq or such other stock exchanges as "road show," information meetings and presentations (including travel and hotel), bound volumes, prospectus memorabilia, and expenses relating to tombstone advertisements, (i) a non-accountable expense allowance equal to three percent of the Company gross proceeds of the sale of the Firm Stock and the Representative together determineAdditional Stock (less amounts, (vii) all fees and disbursements of the transfer and warrant agentif any, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by previously paid to the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or in respect of such management; (ixnon-accountable expense allowance) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date. Notwithstanding the expenses set forth above (which shall foregoing, if the offering contemplated hereby should be mutually agreed upon between terminated, the Company and agrees to pay the Representative prior to Closing) to be paid by only the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateby the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Securities, (j) fees and expenses of counsel to, and independent certified public accountants of, the Company, and (k) costs and expenses in connection with due diligence investigations, including, without limitationbut not limited to, reasonable fees and disbursements of any independent counsel to or consultant retained by the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (such legal fees not to exceed $15,000 20,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an of the issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If In the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which event that this Agreement shall not be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated carried out for any reason (other than a breach by whatsoever, within the Representative of time specified herein or any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 150,000 in the event there is a closing of the Offering, and not to exceed $75,000 in the event there is no closing of the Offering) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, rights and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others3.11. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paywill pay (directly or by reimbursement) all costs, to the extent not paid at Closing, all Company fees and expenses incidental to incurred in connection with the performance of the its obligations of the Company under this AgreementAgreement and in connection with the transactions contemplated hereby, including but not limited to (i) all expenses and taxes incident to the Company’s legal issuance and accounting fees and disbursements, delivery of the Stock to the Representatives; (ii) all expenses incident to the registration of the Stock under the Securities Act; (iii) the costs of preparing stock certificates (including printing and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Common Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses 15 of the Company's counsel and the Company's independent public accountants; (vii) all costs and expenses incurred in connection with the preparation, printing, printing filing, mailing shipping and delivery (including the payment of postage with respect to such mailing) distribution of the Registration Statement, the Preliminary Sale each Pre-Effective Prospectus and the ProspectusProspectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, including any pre or post effective amendments or supplements thereto, the "Agreement Among Underwriters" between the Representatives and the printing and mailing of this Agreement and related documentsother Underwriters, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units' Questionnaire, the Common Stock Blue Sky memoranda and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, this Agreement; (viii) all of the Company’s filing fees, attorneys' fees and expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or any part of the Stock for offer and sale and determination of its eligibility for investment under the Blue Sky or other securities laws of such managementjurisdictions as the Representatives may designate; (ix) $100,000 to Odeon for its services all fees and expenses as paid or incurred in connection with filings made with the QIUNASD; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.105. If In addition, at the Offering is consummatedFirst Closing Date or the Option Closing Date, as the case may be, the Representative may Underwriter will deduct from the net payment for the Firm Stock or any Option Stock purchased, two percent (2%) of the gross proceeds of the Offering payable as payment for the Underwriter's non-accountable expense allowance relating to the Company on transactions contemplated hereby, which amount will include the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to expenses for Credit Research & Trading LLC's services in connection with the Representativetransactions contemplated hereby.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingor prior to the Closing Date, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 25,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the UnitsSecurities, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering clearing the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (such counsel fees not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the Trustee, transfer agent and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above to be paid by the Company to the Representative and others (which shall not exceed $100,000 and be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such datedate not to exceed $100,000, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, out of proceeds from the Representative Loans, on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, and the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing preliminary and final Blue Sky Memoranda, and the Secondary Market Trading Survey and all amendments and supplements thereto, fees and disbursements for EGS retained for such purpose (vsuch fees shall be $25,000 in the aggregate, of which $7,500 has previously been paid); (iv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing registering the offering of the Public Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, with FINRA; (viiv) all fees and disbursements of the transfer and warrant agent, ; (viiivi) all costs and expenses of the Company’s expenses Company associated with “road show” marketing and “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixvii) $100,000 to Odeon for its services fees and expenses incurred in quoting the Public Securities on the OTC Bulletin Board; (viii) the fees of QIU as the QIUqualified independent underwriter; and (xix) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeBroadband Capital Management LLC.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, or such later date as may be agreed to by the Representative in its sole discretion, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants Public Securities included in the Units, including any transfer or other taxes payable thereon, ; (viii) Nasdaq filing fees or, if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws; (iv) fees and expenses incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, FINRA; (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, ; (viiivi) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (vii) all costs and expenses of the Company’s expenses Company associated with “road show” marketing and “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12 (including the fees of legal counsel for the Underwriters); provided that the Company shall only be obligated to pay or otherwise reimburse the Underwriters for up to $150,000.00 in the aggregate of such expenses described herein (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative). The Company also agrees that it will pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closingthe Closing Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to a maximum of $50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative).

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters in connection therewith not to exceed $15,000 in connection therewiththe event of a Closing and $15,000 in the event there is no Closing, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to payExcept as otherwise agreed in writing by the Seller and the Representative, the Seller will pay all expenses (including legal fees and disbursements) incident to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under transactions contemplated by this Agreement, including but not limited to including: (ia) the Company’s legal printing and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) filing of the Registration Statement, the Preliminary Sale Prospectus Prospectus, each other preliminary prospectus or “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes, and the Prospectus, including any pre and each amendment or post effective amendments or supplements supplement thereto, and the printing and mailing delivery of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiib) fees incurred in connection with conducting background checks the preparation of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregatethis Agreement, (ivc) the preparation, printing, engraving, issuance and delivery of the UnitsNotes to the Underwriters (or any appointed clearing organizations), (d) the Common Stock fees and disbursements of SC USA’s and the Warrants included Seller’s counsel and accountants, (e) the qualification of the Notes under state securities laws in the Unitsaccordance with Section 5(f), including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of any transfer or other taxes payable thereonblue sky survey (including the printing and delivery thereof to the Underwriters), (vf) filing any fees incurred in registering charged by rating agencies for the Offering with FINRA and rating (or consideration of the reasonable fees rating) of counsel to the Representative not to exceed $15,000 in connection therewithNotes, (vig) fees, costs the fees and expenses incurred in listing with respect to any filing with, and review by, the Securities on Nasdaq FINRA, DTC or such other stock exchanges as the Company and the Representative together determineany similar organizations, (viih) all the fees and disbursements of the transfer Indenture Trustee and warrant agentits counsel, if any, (viiii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to [ ], acting in its capacity as owner trustee (in such capacity, the Representative“Owner Trustee”) under the Amended and Restated Trust Agreement, dated as of [ ], [ ] (the “Trust Agreement”), between the Seller and the Owner Trustee, and its counsel; and (j) the costs and expenses (including any damages or other amounts payable in connection with legal and contractual liability) associated with reforming any Contracts for Sale of the Notes made by the Underwriters caused by a breach of any representation in Section 2.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (viii) filing fees incurred in registering the Offering with FINRA and legal fees and expenses incurred in qualifying the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithPublic Securities under state or foreign securities or Blue Sky laws, (viiv) fees, costs and expenses incurred in listing the Securities on Nasdaq the NASDAQ Capital Market or such other stock exchanges as the Company and the Representative together determine, (viiv) all fees and disbursements of the transfer and warrant agent, (viiivi) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowRepresentative, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixvii) $100,000 the preparation, binding and delivery of velo-bound transaction “bibles,” in form and style reasonably satisfactory to Odeon for its services and expenses as the QIURepresentative; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.13. The Company acknowledges that it has advanced to the Representative an aggregate amount of $25,000 for its anticipated out-of-pocket accountable expenses. The Representative shall reimburse the Company for such advance on the Closing Date. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid contemplated by the Company to the Representative and others. If the Offering this Agreement is not consummated for any by reason (other than a breach by of the Representative of any of its obligations hereunder)Company electing not to proceed with the Offering, then the Company shall reimburse the Representative in full for its out-of-their actual accountable out of pocket accountable expenses actually incurred through such dateincurred, including, without limitation, its reasonable legal fees and disbursements of counsel to and “road show” and due diligence expenses, less any amounts previously paid by the RepresentativeCompany.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 4,000 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representative) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be ; provided that aggregate expense reimbursements paid by the Company to the Representative and othersshall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder)In addition, then the Company shall reimburse the Representative in full Underwriters for its all of the reasonable and documented out-of-pocket accountable expenses actually incurred through such dateassociated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the request of the Company. In the event that this Agreement shall not be carried out for any reason whatsoever, including, without limitation, reasonable fees and disbursements of counsel within the time specified herein or any extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. (a) The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any (to the extent not paid at Closingthe Closing Date) all expenses and fees (other than the fees of Underwriters' Counsel, all Company expenses incidental except as provided in (iv) below) incident to the performance of the obligations of the Company under this Agreement and the Representatives' Warrant Agreement, including but not limited to including, without limitation, (i) the Company’s legal and accounting fees and disbursementsexpenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the preparation, duplication, printing, (including mailing and handling charges) filing, delivery and mailing and delivery (including the payment of postage with respect to such mailingthereto) of the Registration Statement, Statement and the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or and supplements thereto, and the printing printing, mailing (including the payment of postage with respect thereto) and mailing delivery of this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreements and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters and such dealers as the Underwriters may request, in quantities as may be required by the Underwritershereinabove stated, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the UnitsSecurities including, but not limited to, (x) the Common Stock purchase by the Underwriters of the Shares and the purchase by the Representatives of the Representatives' Warrants included from the Company, (y) the consummation by the Company of any of its obligations under this Agreement and the Representatives' Warrant Agreement, and (z) the resale of the Shares by the Underwriters in connection with the Unitsinitial distribution contemplated hereby, (iv) the qualification of the Shares under state or foreign securities or "Blue Sky" laws, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA costs of printing and mailing the "Preliminary Blue Sky Memorandum" and the "Supplemental Blue Sky Memorandum," if any, and reasonable disbursements and fees of counsel to the Representative not to exceed $15,000 in connection therewith, (v) costs and expenses in connection with due diligence investigations, including, but not limited to, the fees of any independent counsel or consultant retained, but excluding those directly incurred by the Representatives and their counsel, (vi) feesfees and expenses of the Transfer Agent and Registrar, costs (vii) applications for assignments of a rating of the Shares by qualified rating agencies, (viii) the fees payable to the Commission and the NASD, and (ix) the fees and expenses incurred in listing connection with the Securities quotation of the Shares on Nasdaq and any other exchange. Notwithstanding any other provision of this Agreement, whether or such other stock exchanges as not the Company and the Representative together determineoffering contemplated hereby is successfully completed, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of it shall be the Company’s 's obligation to bear all expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its the Company's obligations hereunder which are not otherwise specifically provided for in under this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateAgreement, including, without limitationbut not limited to, the following: costs and expenses related to "Tombstone" advertisements, the Company's "road show" and information meetings and presentation costs, bound volumes (including a total of four (4) sets for the Representatives and Underwriters' Counsel), up to four (4) "velobound" volumes if requested by the Representatives and/or Underwriters' Counsel and all filing fees and the reasonable fees and disbursements of counsel to Underwriters' Counsel incurred in connection with the Representativereview and qualification of the offering of the Shares by the NASD.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and and/or the Prospectus, including any pre or post effective amendments or supplements thereto, final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, and the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, reasonable fees and disbursements for counsel of the Representative’s choice retained for such purpose; (viv) filing fees and expenses incurred in registering the Offering with FINRA and the reasonable (including legal fees of the Representative’s counsel to the Representative not to exceed $15,000 in connection therewith, 15,000); (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, ; (viiivi) all of the Company’s expenses associated with “road show” marketing “due diligence” and “road show” meetings arranged by the Representative Representative, including the costs of net roadshow and i-deal system (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) transfer taxes, all reasonable fees and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such managementRepresentative’s counsel, transfer and warrant agent and registrar fees; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other reasonable costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12.1, including but not limited to any expenses and the reasonable fees incurred by the Representative’s counsel and background checks on the Company’s directors, director nominees and executive officers as requested by the Representative not to exceed $100,000 in the aggregate. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closingthe Closing Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, Verizon Wireless will pay all expenses incident to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under transactions contemplated by this Agreement, including but whether or not limited the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8 hereof, including: (ia) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) preparation of the Registration StatementStatement as originally filed, and the preparation and printing of the Preliminary Sale Prospectus and the Prospectus, including any pre Prospectus and each amendment or post effective amendments or supplements thereto, supplement thereto and the printing and mailing delivery of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiib) fees incurred in connection with conducting background checks the preparation of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregatethis Agreement, (ivc) the preparation, printing, engraving, issuance and delivery of the Units, Notes to the Common Stock and the Warrants included in the Units, including Underwriters (or any transfer or other taxes payable thereonappointed clearing organizations), (vd) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of Verizon Wireless’, the transfer Depositor’s and warrant agentthe Trust’s accountants, (viiie) all the qualification of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, Notes under state securities laws including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company filing fees and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters in connection therewith and in connection with the preparation of any “blue sky” survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Xxxxxx Xxxxx LLP, Delaware counsel to the Trust, (k) the fees and expenses of Verizon Wireless’ and the Depositor’s counsel, (l) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (m) the reasonable fees and disbursements of counsel to the Representatives and the Underwriters, up to a maximum of $500,000 in the aggregate and (n) the reasonable fees and disbursements of counsel to the Cap Counterparty. To the extent that the transactions contemplated by this agreement are consummated, Verizon Wireless shall only pay the fees and expenses described in clauses (a) through (n); provided that Verizon Wireless shall only be responsible for the reimbursement of expenses of the Representatives or the Underwriters set forth in clauses (a) through (n) to the extent that such expenses are incurred in accordance with Xxxxxxx’s expense reimbursement policies, a copy of which was previously delivered to the Representatives. Neither Verizon Wireless nor the Depositor is responsible for any out-of-pocket expenses of the Representatives or the Underwriters in connection with the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 4 of this Agreement or (ii) pursuant to Section 10 hereof), Verizon Wireless will reimburse the Representatives and the Underwriters for all reasonable out-of-pocket expenses incurred by them in connection with the offering of the Notes; provided that such expenses are incurred in accordance with Verizon’s expense reimbursement policies.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) ), to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Stock, the Rights and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 100,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; , and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others3.9. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the The Company shall pay or reimburse the Representative in full for its the actual and reasonable out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees in connection with the performance of its obligations under this Agreement in an amount not to exceed $100,000 in the event of a closing of the Offering and disbursements of counsel to $75,000 in the Representativeevent there is no closing.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, pay all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 4,000 per principal person (in the case of investigations and background checks in U.S. jurisdictions) or $20,000 5,000 (in the aggregatecase of investigations and background checks in non-US jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentative related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (viii) filing fees incurred in registering the Offering with FINRA and legal fees and expenses incurred in qualifying the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithPublic Securities under state or foreign securities or Blue Sky laws, (viiv) fees, costs and expenses incurred in listing the Securities on Nasdaq the NASDAQ Capital Market or such other stock exchanges as the Company and the Representative together determine, (viiv) all fees and disbursements of the transfer and warrant agent, (viiivi) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowRepresentative, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixvii) $100,000 the preparation, binding and delivery of velo-bound transaction “bibles,” in form and style reasonably satisfactory to Odeon for its services and expenses as the QIURepresentative; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.13. The Company acknowledges that it has advanced to the Representative an aggregate amount of $25,000 for its anticipated out-of-pocket accountable expenses. The Representative shall reimburse the Company for such advance on the Closing Date. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid contemplated by the Company to the Representative and others. If the Offering this Agreement is not consummated for any by reason (other than a breach by of the Representative of any of its obligations hereunder)Company electing not to proceed with the Offering, then the Company shall reimburse the Representative in full for its out-of-their actual accountable out of pocket accountable expenses actually incurred through such dateincurred, including, without limitation, its reasonable legal fees (up to $35,000) and disbursements and “road show” and due diligence expenses, less any amounts previously paid by the Company. The expenses to be incurred by the Company in respect of counsel to the Representativebackground checks shall not exceed $12,000.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares, the Warrants, and the Warrants Rights included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation cost of the i-Deal system, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If ; provided that the Offering is consummatedamount of out-of-pocket accountable expenses to be reimbursed by the Company, the Representative may deduct from the net proceeds including, without limitation, reasonable fees and disbursements of the Offering payable counsel to the Company on Representative, shall not exceed $125,000, including the Closing Date the expenses set forth above Advance (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and othersas defined below). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, subject to a maximum amount of $125,000. As of the date of this Agreement, we paid the Representative the sum of $50,000 as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriters (the “Advance”). Any portion of the Advance shall be returned back to the Company to the extent not actually incurred by the Underwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer transfer, warrant and warrant rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, (x) the reasonable fees and expenses as of counsel to the QIU; Underwriters and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10; provided that the aggregate amount of items (iii), (ix) and (x) shall not exceed $100,000. If the Offering is consummated, the Representative may deduct from the net proceeds of elects not to proceed with the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach the reasons described in the next sentence), the Company shall reimburse the Representative for its out-of-pocket expenses in an aggregate amount of up to $75,000 (less any amounts previously paid by the Company pursuant to the engagement letter dated August 12, 2021 between the Company and the Representative). If the Representative of elects not to proceed with the Offering because the Company has materially breached any of its representations, warranties or obligations hereunder), then or has failed to expeditiously proceed with the Offering or to cooperate with the Representative in requesting effectiveness of the Registration Statement at such time as the Representative may reasonably deem appropriate, the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental and certain Underwriter expenses (subject to Section 1.7 herein), in each case, incident to the performance of the obligations of the Company under this Agreement, including but not limited to (ia) the Company’s legal and accounting fees and disbursements, (iib) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiic) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivd) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (ve) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 150,000) in connection therewith, (vif) fees, costs and expenses incurred in listing the Securities on Nasdaq the NASDAQ or such other stock exchanges as the Company and the Representative Underwriters together determine, (viig) all fees and disbursements of the transfer transfer, rights and warrant agent, (viiih) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ixi) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree (with such expenses not to exceed $3,000 for such transaction “bibles” and Lucite cube mementos), and (xj) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,000 per principal or $20,000 in the aggregateindividual, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representative not to exceed $15,000) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NASDAQ Capital Market or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative may reasonably request; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12. If In the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which event that this Agreement shall not be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated carried out for any reason (other than a breach by whatsoever, within the Representative of time specified herein or any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (not to exceed $15,000 25,000) in connection therewiththerewith (including the costs incurred in connection with (iii) above), (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and Company may mutually agree; (x) all of the expenses associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the request of the Company; and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingor prior to the Closing Date, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 25,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the UnitsSecurities, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering clearing the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (such counsel fees not to exceed $15,000 35,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the Trustee, transfer agent and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIURepresentative and the Company may mutually agree; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above to be paid by the Company to the Representative and others (which shall not exceed $110,000 and be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such datedate not to exceed $110,000, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 2,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representatives) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Representatives together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representatives and expenses Lucite cube mementos in such quantities as the QIU; Representatives may reasonably request, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable ; provided that aggregate expense reimbursements paid to the Company on Representatives shall not exceed $75,000. In the Closing Date the expenses set forth above (which event that this Agreement shall not be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated carried out for any reason (other than a breach by whatsoever, within the Representative of time specified herein or any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable FINRA-related fees of counsel to of the Representative Underwriters (such legal fees not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq NYSE or such other stock exchanges as the Company and the Representative Representatives together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representatives and expenses Lucite cube mementos in such quantities as the QIURepresentatives and the Company may mutually agree; (x) all of the expenses associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the request of the Company; and (xxi) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closing) to be paid by the Company to the Representative Representatives and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder)reason, then the Company shall reimburse the Representative Representatives in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, or such later date as may be agreed to by the Representatives in its sole discretion, all Company fees and expenses incidental incident to the performance of the obligations of the Company under this AgreementAgreement up to a maximum aggregate allowance of $40,000, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Statutory Prospectus, including any pre or post effective amendments or supplements thereto, and the printing final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance issuance, and delivery of the Firm Units, Option Units, the Common Stock and the Warrants included in therein, Private Warrants and the Unitsunderlying Common Stock, including any transfer or other taxes payable thereon, ; (viii) Nasdaq filing fees or, if necessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws; (iv) fees and expenses (including legal fees of the Representatives’ counsel not to exceed $15,000) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, FINRA; (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent; (vi) the preparation and delivery of transaction “bibles, and lucite cube “mementos” or similar commemorative items in a style and quantity as reasonably requested by the Representatives (viiinot to exceed $3,000); (vii) all costs and expenses of the Company’s expenses Company associated with “road show” marketing and “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food food, and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.11. The Company also agrees that it will pay for an investigative search firm of the Representatives’ choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representatives and the Company (not to exceed $3,500 per individual). If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closingthe Closing Date) to be paid by the Company to the Representative Representatives and others. If the Offering is not consummated for any reason (other than a breach by the Representative Representatives of any of its obligations hereunder), then the Company shall reimburse the Representative Representatives in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives.

Payment of Expenses. (a) The Company hereby agrees to pay, pay on each of the Closing Date and each Option Closing Date (to the extent not paid at Closingpreviously paid) all expenses and fees (other than fees of Underwriters' Counsel, all Company expenses incidental except as provided in (iv) below of this Section 5) incident to the performance of the obligations of the Company under this Agreement, including but not limited to the Warrant Agreement, and the Representatives' Warrant Agreement, including, without limitation, (i) the Company’s legal and accounting fees and disbursementsexpenses of accountants and counsel for the Company, (ii) all costs and expenses incurred in connection with the preparation, duplication, printing, filing, delivery and mailing and delivery (including the payment of postage with respect to such mailingthereto) of the Registration StatementStatement and the Prospectus and any amendments and supplements thereto and the duplication, mailing (including the payment of postage with respect thereto) and delivery of this Agreement, the Preliminary Sale Prospectus and Warrant Agreement, the ProspectusAgreement Among Underwriters, including any pre or post effective amendments or supplements theretothe Selected Dealers Agreements, and the printing and mailing Powers of this Agreement Attorney, and related documents, including the cost of all copies thereof and of the preliminary prospectuses and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters and such dealers as the Underwriters may request, in quantities as may be required by the Underwritershereinabove stated, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Unitscertificates representing the Securities, (iv) the Common Stock qualification of the Securities under state or foreign securities or "Blue Sky" laws and determination of the Warrants included in the Unitsstatus of such securities under legal investment laws, including any transfer or other taxes payable thereonthe costs of word processing and mailing the "Preliminary Blue Sky Memorandum," the "Supplemental Blue Sky Memorandum" and "Legal Investments Survey," if any, (v) filing fees incurred in registering the Offering with FINRA and the reasonable disbursements and fees of counsel to the Representative not to exceed $15,000 in connection therewith, (viv) feesadvertising costs and expenses, including but not limited to the costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as by the Company and the Representative together determineRepresentatives in connection with the "road show," information meetings and presentations, bound volumes and prospectus memorabilia and reasonable "tombstone" advertisement expenses, (vi) experts, (vii) all the fees and disbursements expenses of the transfer agent and warrant agentregistrar, (viii) all of the Company’s expenses associated with “due diligence” fees payable to the Commission and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowNASD, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services issue and expenses as the QIU; transfer taxes, if any and (x) all other costs the fees and expenses customarily borne by an issuer incidental to incurred in connection with the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds listing of the Offering payable to the Company Securities on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company Nasdaq Small Cap Market and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representativemarket or exchange.

Payment of Expenses. The Company hereby agrees Depositor and the Seller agree to pay, : (i) the costs incident to the extent not paid at Closingauthorization, issuance, sale and delivery of the Certificates and any taxes payable in connection therewith; (ii) the costs incident to the preparation and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (iii) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Long Beach Preliminary Prospectus, the Long Beach Prospectus and any amendment or supplement to the Long Beach Preliminary Prospectus or the Long Beach Prospectus, any Issuer Free Writing Prospectus (as defined in Section 9(b)(ii)) or any document incorporated by reference therein, all Company as provided in this Agreement; (iv) the costs of reproducing and distributing this Agreement and any other related agreements; (v) any fees charged by securities rating services for rating the Certificates; (vi) the cost of accountants’ comfort letters relating to the Long Beach Preliminary Prospectus, the Long Beach Prospectus and any Issuer Free Writing Prospectus prepared by or on behalf of the Depositor and the bring down letter to be delivered pursuant to Section 6(c) hereof; (vii) the cost of the accountants’ comfort letter relating to static pool information prepared by or on behalf of the Depositor and the bring down letter to be delivered pursuant to Section 6(k); (viii) any expenses incurred in connection with the filing, if required, of any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriters with the Commission; (ix) the reasonable fees and expenses of its counsel, accountants and any other experts or advisors retained by the Depositor; (x) commercially reasonable expenses related to the qualification of the Underwritten Certificates under the state securities or Blue Sky laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky memoranda; (xi) the fees and expenses of the Trustee and its counsel (other than such ongoing fees or expenses which are provided for pursuant to the terms of the Pooling and Servicing Agreement); and (xii) all other costs and expenses incidental to the performance of the obligations of the Company under Depositor and the Seller; provided that, except as provided in this AgreementSection 7, the Underwriters shall pay their own costs and expenses, including but not limited to (ix) the Company’s legal costs and accounting fees and disbursementsexpenses of their counsel, except as otherwise mutually agreed, (iiy) any transfer taxes on the Underwritten Certificates which they may sell, and (z) the preparation, printing, filing, mailing and delivery (including the payment expenses of postage with respect to such mailing) advertising any offering of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required Underwritten Certificates made by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering this Agreement is consummated, the Representative may deduct from the net proceeds terminated because of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative Depositor of any covenant or agreement hereunder or the failure of its obligations hereunderany closing condition set forth in Section 6 (other than the failure of the closing condition set forth in Section 6(h)(i), then 6(h)(ii), 6(h)(iii) or 6(h)(v) to be met), the Company Depositor shall reimburse cause the Representative in full Underwriters to be reimbursed for its all reasonable out-of-pocket accountable expenses actually incurred through such dateexpenses, including, without limitation, reasonable including fees and disbursements of Xxxxxxx Xxxxxxxx & Xxxx LLP, counsel to for the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to pay, HCA will pay all expenses incident to the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of the Company under transactions contemplated by this Agreement, including but whether or not limited the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (i) the Company’s legal and accounting fees and disbursements, (iia) the preparation, printing, filing, mailing printing and delivery (including the payment of postage with respect to such mailing) distribution of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre Prospectus Supplement and each amendment or post effective amendments or supplements thereto, supplement thereto and the printing and mailing delivery of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iiib) fees incurred in connection with conducting background checks the preparation of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregatethis Agreement, (ivc) the preparation, printing, engraving, issuance and delivery of the UnitsNotes to the Underwriters (or any appointed clearing organizations), (d) the Common Stock fees and disbursements of HCA’s and the Warrants included in the Units, including any transfer or other taxes payable thereonDepositor’s accountants, (ve) the qualification of the Notes under state securities laws including filing fees incurred in registering the Offering with FINRA and the reasonable fees and disbursements of counsel to the Representative not to exceed $15,000 Underwriters in connection therewiththerewith and in connection with the preparation of any Blue Sky survey (including the printing and delivery thereof to the Underwriters), (vif) feesany fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, costs (g) the fees and expenses incurred in listing the Securities on Nasdaq with respect to any filing with, and review by, DTC or such other stock exchanges as the Company and the Representative together determineany similar organizations, (viih) all the fees and disbursements of the transfer Indenture Trustee and warrant agentits counsel, if any, (viiii) all the fees and disbursements of the CompanyOwner Trustee and its counsel, if any, (j) the fees and expenses of Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Trust, (k) the reasonable fees and expenses of HCA’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under section 6(h) above. To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the fees and expenses associated described in clauses (a) through (l). Neither HCA nor the Depositor is responsible for any out -of-pocket expenses of the Representative or the Underwriters in connection with “due diligence” and “road show” meetings arranged the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 11 hereof), HCA will reimburse the Representative and any presentations made available by way of a netroadshow, including without limitation trips the Underwriters for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, (including reasonable fees and disbursements of counsel to the RepresentativeRepresentative and the Underwriters) incurred by them in connection with the offering of the Notes.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to to: (i) the Company’s legal and accounting fees and disbursements, ; (ii) the preparationcosts of preparing, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of delivering the Registration Statement, the Preliminary Sale Prospectus and the Prospectusfinal Prospectus contained therein and amendments thereto, including any pre or post post-effective amendments or and supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, ; (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Class A Ordinary Share and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, FINRA; (vii) all fees and disbursements of the transfer registrar and transfer, warrant and escrow agent, ; (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and any presentations made available by way related person” as such term is defined in Rule 5110 of a netroadshow, including without limitation trips for the CompanyFINRA’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such managementRules); (ix) $100,000 to Odeon for its services all costs and expenses as the QIUassociated with “road show” meetings; and (x) all fees, expenses and disbursements relating to background checks requested by the Representative of the Company’s directors, director nominees and executive officers; (xi) the fees and expenses of the Underwriters’ counsel and (xii) all other reasonable costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the fees and expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $150,000 in the aggregate less a credit for $50,000 advance premium previously paid by the Company to the Underwriters; provided that the Expense cap no way limits or impairs the indemnification or contribution provisions of this Agreement. Notwithstanding the forgoing, any advances received by the Underwriters will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(a). If the Offering is not consummated for any reason (other than whatsoever, except that the Representative terminates this Agreement or the Company terminates upon a material breach by the Representative of any of its obligations hereunder)Representative, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through the date of written notice of such datetermination by the Representative, including, without limitation, reasonable its legal fees and disbursements of counsel not to exceed $150,000 less a credit for $50,000 advance premium previously paid by the Company to the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to paypay all costs, to the extent not paid at Closing, all Company fees and expenses incidental to incurred in connection with the performance of its and the Subsidiary Guarantors’ obligations of hereunder and in connection with the Company under this Agreementtransactions contemplated hereby, including but not limited to without limitation (i) all expenses incident to the Company’s legal issuance and accounting fees delivery of the Securities (including all printing and disbursementsengraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company and the Subsidiary Guarantors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, during the Prospectus Delivery Period but not exceeding nine months after the date of the Initial Sale Time, and the mailing and delivery delivering of copies thereof to the Underwriters and dealers involved in the offer and sale of the Securities, this Agreement, the Indenture, and the DTC Agreement, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, the Subsidiary Guarantors or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representatives, in an amount not to exceed $5,000, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and expenses of counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Securities (in an amount not to exceed $10,000), (vii) the fees and expenses of the Trustee, including the reasonable fees and expenses of counsel for the Trustee in connection with the Indenture and the Securities, (viii) any fees payable in connection with the rating of the Securities with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the payment Company in connection with approval of postage with respect the Securities by the Depositary for “book-entry” transfer, (x) all other fees, costs and expenses referred to such mailing) in Item 14 of Part II of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of (xi) all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated connection with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder for which are provision is not otherwise specifically made in this Section. Except as provided for in this Section 3.10. If the Offering is consummated4 and Sections 6, 8 and 9 hereof, the Representative may deduct from Underwriters shall pay their own expenses, including the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements expenses of counsel to the Representativetheir counsel.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants Rights included in the Units, including any transfer or other taxes payable thereon, (viv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewith, (viv) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (viivi) all fees and disbursements of the transfer and warrant rights agent, (viiivii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; , and (xviii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above up to a maximum aggregate accountable expense allowance of $125,000 (which shall including any advances for such expenses). The Company paid the Representative $25,000 upon the execution of the engagement letter, as an advance against out-of-pocket accountable expenses actually anticipated to be mutually agreed upon between incurred by the underwriters. Concurrently with the filing of the Registration Statement, the Company and the Representative prior to Closing) to be paid by the Company to the Representative and othersMaxim an additional $25,000. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, up to a maximum of $50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative), such amount including the advance in the amount of $25,000 paid by the Company to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative. If the Offering is consummated, the Company hereby also agrees to pay, promptly upon request of the Representative, all of the expenses incurred by any of the Underwriters which are associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any of the Underwriters at the request of the Company (the “Marketing Activities”).

Payment of Expenses. a. The Company hereby agrees to pay, pay all reasonable expenses (other than fees of counsel to the extent not paid at ClosingUnderwriter, all Company expenses incidental to except as provided in (iii) below) in connection with the performance of the obligations of the Company under this Agreementoffering, including but not limited to to, (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus Statement and the Prospectus, including any pre or post effective amendments or supplements thereto, Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectus and of the Prospectus and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be required by the Underwritersof herein above state, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance issuance, and delivery of the Units, the Common Stock Shares and the Warrants included in the UnitsUnderwriter's Warrants, including any transfer or other taxes payable thereon, (viii) filing fees incurred in registering the Offering with FINRA qualification of the Shares and the reasonable Underwriter's Warrants under state or foreign securities or "Blue Sky" laws and determination of the status of such securities under legal investment laws, including the costs of printing and mailing the "Preliminary Blue Sky Memorandum," and "Legal Investments Survey," if any, and fees of counsel for the Underwriter (which fees shall be payable by the Company in the sum of up to $25,000) and disbursements of counsel for the Underwriter, (iv) advertising costs and expenses including but not limited to the Representative not to exceed $15,000 costs and expenses in connection therewithwith the "road show", information meetings and presentations, bound volumes and "tombstones" in publications selected by the Underwriter and prospectus memorabilia, (v) costs and expenses in connection with due diligence investigations, including but not limited to the fees of any independent counsel or consultant retained, and all reasonable travel and lodging expenses incurred by you and/or counsel to the Underwriter in connection with visits to, and examination of, the Company's premises, (vi) fees, costs fees and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer agent and warrant agent, (vii) applications for assignments of a rating of the Securities by qualified rating agencies, and (viii) all the fees payable to NASD and Nasdaq. The $25,000 payment to counsel for the Underwriter shall not include fees of the Company’s expenses associated with “due diligence” special counsel if same is required to be incurred in a merit review state which may require local counsel. In this connection, Blue Sky applications shall be made in such states and “road show” meetings arranged jurisdictions as shall be requested by the Representative Underwriter. Payments with regard to items (iii), (iv), and any presentations (v) shall be made available by way of a netroadshow, including without limitation trips for on or before the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by Closing Date. The Underwriter shall provide the Company or with a written statement itemizing such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental expenses. In addition to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummatedforegoing, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse subscribe to Blue Sky Data, a data and reporting concern, for the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees purpose of tracking and disbursements of counsel to the Representativemaintaining compliance with all applicable Blue Sky laws.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation cost of the i-Deal system, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If ; provided that the Offering is consummatedamount of out-of-pocket accountable expenses to be reimbursed by the Company, the Representative may deduct from the net proceeds including, without limitation, reasonable fees and disbursements of the Offering payable counsel to the Company on Representative, shall not exceed $125,000, including the Closing Date the expenses set forth above Advance (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and othersas defined below). If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative, subject to a maximum amount of $125,000. As of the date of this Agreement, we paid the Representative the sum of $50,000 as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriters (the “Advance”). Any portion of the Advance shall be returned back to the Company to the extent not actually incurred by the Underwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingor prior to the Closing Date, all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,000 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq NYSE or such other stock exchanges as the Company and the Representative Representatives together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshownet road show, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closing) to be paid by the Company to the Representative Representatives and others. If the Offering is not consummated for any reason (other than a breach by the Representative Representatives of any of its obligations hereunder), then the Company shall reimburse the Representative Representatives in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateprincipal, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (legal not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in suc quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to Westpac will pay, to without duplication, the extent not paid at Closing, all Company following expenses incidental incident to the performance of the its obligations of the Company under this Agreement, including but not limited to : (i) the Company’s legal preparation and accounting fees filing of the Registration Statement as originally filed and disbursements, any amendments or supplements thereto and any Issuer Free Writing Prospectuses and Permitted Free Writing Prospectuses and delivery of copies thereof to the Agents; (ii) the preparation, printing, filing, mailing issuance and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, Notes; (iii) the fees incurred and disbursements of counsel for Westpac in connection with conducting background checks the establishment of the Company’s management teamprogram relating to the Notes and the transactions contemplated hereby, up to a maximum of $2,000 per principal the independent chartered accountants of Westpac, of the Trustee and its counsel and of any paying, calculation or $20,000 in the aggregate, other agents appointed by Westpac; (iv) the preparation, printing, engraving, issuance printing and delivery to the Agents in quantities as hereinabove stated of copies of the UnitsBase Prospectus, the Common Stock each Preliminary Prospectus, each Prospectus, each Pricing Supplement and the Warrants included in the Units, including any transfer amendments or other taxes payable thereon, supplements thereto; (v) filing fees incurred in registering if Westpac lists Notes on a securities exchange or market, the Offering with FINRA costs and the reasonable fees of counsel to such listing, as well as the Representative not to exceed $15,000 in connection therewith, costs and fees of The Depository Trust Company; (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq cost of providing CUSIP or such other stock exchanges as identification numbers for the Company and the Representative together determine, Notes; (vii) all reasonable expenses in connection with “Blue Sky” or Financial Industry Regulatory Authority, Inc. (“FINRA”) matters; (viii) the reasonable fees and disbursements of Sidley Austin LLP, counsel for the transfer Agents, in connection with the establishment and warrant agent, (viii) all updating of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by program relating to the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such managementNotes; (ix) $100,000 to Odeon any fees charged by nationally recognized statistical rating organizations for its services the rating of the Notes; (x) the preparation of the Operative Agreements and expenses as the QIUany Terms Agreement; and (xxi) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually of the Agents incurred through such date, including, without limitation, reasonable fees and disbursements with the prior approval of counsel to the RepresentativeWestpac.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, pay all Company expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre pre- or post post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (viv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters not to exceed $15,000 in connection therewith, (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq NASDAQ or such other stock exchanges as the Company and the Representative Representatives together determine, (viivi) all fees and disbursements of the transfer and warrant agent, (viiivii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ixviii) $100,000 to Odeon for its services reasonable fees and expenses as incurred in connection with qualifying or registering (or obtaining exemptions from the QIUqualification or registration of), if necessary, all or any part of the Securities for offer and sale under the state securities or Blue Sky laws (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); and (xix) all other reasonable costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds The Company also agrees that it will pay for an investigative search firm of the Offering payable Representative’s choice to conduct an investigation of the officers and directors of the Company on the Closing Date the expenses set forth above (which not to exceed $12,500). The Representatives shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative retain such part of any of advance previously paid as shall equal its obligations hereunder), then the Company shall reimburse the Representative in full for its actual out-of-pocket accountable expenses actually incurred through such dateand refund the balance, including, without limitation, reasonable fees and disbursements of counsel to the Representativeif any.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including including, but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be reasonably required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 2,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees and expenses (including legal fees of the Representative) incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithFINRA, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NASDAQ Capital Market or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including including, without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative may reasonably request, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.12. If In the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which event that this Agreement shall not be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated carried out for any reason (other than a breach by whatsoever, within the Representative of time specified herein or any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel extensions thereof pursuant to the Representativeterms herein, the provisions of Section 9.3 hereof shall apply.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants Rights included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 in connection therewithUnderwriters, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant rights agent, (viii) [all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; ], (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If ; provided that the Offering is consummated, expenses listed in the preceding clause that are incurred by the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to only be paid by the Company up to a maximum amount of $140,000 in the Representative and others. If event of the closing of the Offering and up to a maximum amount of $50,000 in the event there is not consummated for any reason (other than a breach by no closing of the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeOffering.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and FINRA, as well as the reasonable FINRA-related fees and expenses of counsel to of the Representative Underwriters (not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq the NYSE or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its reasonable and documented obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting preparation (exclusive of the fees and disbursements, (ii) expenses of counsel to the preparationUnderwriters), printing, filing, filing and mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (ivii) the preparation, printing, engraving, issuance and delivery of the Units, the shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon, (viii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of preparing, printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, the preparation of the Secondary Market Trading Survey (as defined above), and the reasonable fees and disbursements of Bxxxxxx related thereto; provided that the Company shall not be required to reimburse the Representative or Bxxxxxx for any amounts under this clause (iii) in excess of $50,000, (iv) filing fees, costs and expenses (excluding fees and disbursements for the Representative’s counsel) incurred in registering the Offering with FINRA the NASD and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewithCommission, (viv) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agentTransfer Agent, (viiivi) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowRepresentative, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (xvii) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.103.9. If The Company also agrees that, if requested by the Offering is consummatedRepresentative, it will engage and pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) in this Agreement to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to pay, to the extent not paid at Closing, all Company expenses incidental to the performance Borrower shall reimburse Lender upon receipt of the obligations of the Company under this Agreement, including but not limited to written notice from Lender for (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable costs and expenses actually incurred through such dateby Lender (or any of its Affiliates) in connection with the origination and any post-closing restructuring of the Loan, including legal fees and disbursements, accounting fees, the Intercreditor Reallocation Expenses and the costs of the Appraisal, the Engineering Report, the Qualified Title Insurance Policy, the Qualified Survey, the Environmental Report and any other third-party diligence materials; (ii) all reasonable out-of-pocket costs and expenses incurred by Lender (or any of its Affiliates) in connection with (A) monitoring Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements, in each case if and to the extent Lender has reasonable cause to suspect noncompliance, (B) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement, the other Loan Documents and any other documents or matters requested by Borrower or by Lender (C) filing and recording fees and expenses and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents, (D) 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 or any Collateral, and (E) obtaining any Rating Confirmation required or requested by Borrower hereunder; and (iii) all actual out-of-pocket costs and expenses (including, without limitationif the Loan has been securitized and an Event of Default has occurred, reasonable customary special servicing fees resulting therefrom) incurred by Lender (or any of its Affiliates) in connection with the enforcement of any obligations of Borrower, or a Default by Borrower, under the Loan Documents, including any actual or attempted foreclosure, deed-in-lieu of foreclosure, refinancing, restructuring or workout and disbursements of counsel to the Representativeany insolvency or bankruptcy proceedings (including any applicable transfer taxes).

Payment of Expenses. The Company hereby agrees to will pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, all costs and expenses incident to the extent not paid at Closingentry into and performance under this Agreement by the Company, and without limiting the generality of the foregoing, all Company costs and expenses incidental to the performance of the obligations of the Company under this Agreement, including but not limited incident to (i) the Company’s legal issuance, purchase, sale and accounting fees and disbursementsdelivery of the Shares to the Underwriters, (ii) the registration of the Shares and preparing, printing and shipping the Registration Statement and the underwriting documents, (iii) the filing fees of the Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including fees for NYSE Amex) and state securities and “Blue Sky” commissioners and authorities in connection with the Registration Statement and this Agreement, (iv) the fees, disbursements and expenses of counsel for the Representatives including those in connection with state securities or “Blue Sky” matters as well as review by FINRA (such counsel fees shall equal $80,000 of which $5,000 shall be paid in respect of “Blue Sky” matters), (v) the fees and disbursements of counsel and accountants for the Company, (vi) the furnishing to the Representatives and, to the extent requested, the other Underwriters of copies of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, if applicable, the Prospectus, this Agreement, the Blue Sky survey (preliminary and final), and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (vii) the preparation, printing, filingmailing, mailing delivery, filing and delivery distribution by the Company of all supplements and amendments to the Prospectus required by paragraph (including the payment of postage with respect to such mailinge) of Section 6.1, (viii) the Registration Statement, furnishing to the Preliminary Sale Prospectus Representatives and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost other Underwriters of all copies thereof reports and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be financial statements required by the Underwritersparagraphs (f) and (g) of Section 6.1, (iiiix) fees all fees, expenses and disbursements incurred in connection with conducting by the Representatives relating to background checks of the Company’s management teamofficers and directors in an amount equal to $23,000; (x) the $16,000 cost associated with the use of i-Deal’s book building, up to a maximum of $2,000 per principal or $20,000 in prospectus tracking and compliance software for the aggregateOffering, (ivxi) the preparation, printing, engraving, issuance holding of informational meetings related to the offer and delivery sale of the UnitsShares and all other road show expenses, limited, however, to $10,000 with respect to reimbursement of the Common Stock Representatives’ actual accountable show expenses, and the Warrants included in the Units, including any transfer or other taxes payable thereon, (vxii) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, all advertising costs and expenses incurred related to the offer and sale of the Shares, including publishing a “tombstone” advertisement in listing the Securities on Nasdaq or such other stock exchanges as national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company and shall at the Representative together determine, (vii) all fees and disbursements First Closing Date pay to the Representatives a non-accountable expense allowance equal to 1% of the transfer and warrant agent, (viii) all gross proceeds from the sale of the Company’s expenses associated with Primary Shares, of which amount $50,000 (the “due diligence” and “road show” meetings arranged by Advance”) was advanced to the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred Representatives by the Company or such management; (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental prior to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10date hereof and shall be applied against such non-accountable expense allowance on the First Closing Date. If the Offering is consummated, the Representative may deduct from the net proceeds sale of the Offering payable Shares to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior several Underwriters pursuant to Closing) to be paid by the Company to the Representative and others. If the Offering this Agreement is not consummated for any reason (reason, other than a breach by the Representative of any of its obligations hereunder)as specified in Section 9, then the Company shall will reimburse the Representative in full several Underwriters for its all of their out-of-pocket accountable expenses actually incurred through such date, including, without limitation, (including reasonable fees and disbursements expenses of counsel counsel) incurred by the Underwriters in connection with this Agreement or in investigating, preparing to market or marketing the Shares, which such amounts may be offset against the Advance (and the remaining portion of the Advance, if any, shall be refunded to the RepresentativeCompany). The Company and Representatives also acknowledge and agree that in accordance with applicable FINRA rules, the Representatives received compensation valued at 1% of the gross proceeds from the sale of the Primary Shares in respect of the right of first refusal granted by the Company pursuant to the letter agreement among the Representatives and Company dated September 25, 2009 regarding the provision of advisory services.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of which are capped at $2,000 per principal or $20,000 in the aggregate10,000, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Units and the Warrants Class A Ordinary Shares included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the The Company shall pay or reimburse the Representative in full for its the actual and reasonable out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees in connection with the performance of its obligations under this Agreement in an amount not to exceed $130,000 in the event of a Closing and disbursements of counsel to $75,000 in the Representativeevent there is no Closing.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 per principal or $20,000 in the aggregate, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative not to exceed $15,000 Underwriters in connection therewithwith the Offering, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; , (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services the Representative and expenses Lucite cube mementos in such quantities as the QIU; Representative and the Company may mutually agree, and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the The Company shall pay or reimburse the Representative in full for its the actual and reasonable out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees in connection with the performance of its obligations under this Agreement in an amount not to exceed $150,000 in the event of a Closing and disbursements of counsel to $75,000 in the Representativeevent there is no Closing.

Payment of Expenses. (a) The Company hereby agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the extent not paid at Closingauthorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Securities under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto, and the costs of printing, reproducing and distributing the “Agreement Among Underwriters” between the Representative and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement, any blue sky surveys and any closing documents by mail, telex or other means of communications; (d) the fees and expenses incurred in connection with securing any required review by FINRA of the terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing fees; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the Nasdaq Stock Market or the NYSE MKT, the Company will not be required to make any payment for “blue sky” counsel, or (ii) if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of up to $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the Closing Date); (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designated; (h) the cost of preparing, printing and delivering stock certificates; (i) all fees and expenses of the registrar and transfer agent of the Securities; (j) all fees and expenses of the public relations firm referred to in Section 3(w); (k) Company expenses incidental incurred in connection with the “road show,” including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expense associated with such trips, (l) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $20,000 in the aggregate, (m) up to $16,000 for the Representative’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (n) up to $20,000 of the Underwriters’ actual costs and expenses incurred in connection with the road show; and (o) all other reasonable costs and expenses incident to the Offering of the Securities or the performance of the obligations of the Company under this AgreementAgreement (including, including but not limited to (i) without limitation, the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks expenses of the Company’s management teamcounsel, up the Company’s independent accountants and the Company’s other agents and representatives); provided that, except to a maximum the extent otherwise provided in this Section 4 and in Sections 8 and 9, the Underwriters shall pay their own costs and expenses, including the fees and expenses of $2,000 per principal or $20,000 in their counsel, any transfer taxes on the aggregate, (iv) resale of any Securities by them and the preparation, printing, engraving, issuance and delivery expenses of advertising any offering of the UnitsSecurities made by the Underwriters. The Company shall promptly reimburse the Underwriters, the Common Stock and the Warrants included in the Unitsupon request, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the their reasonable fees of counsel to the Representative not to exceed $15,000 in connection therewith, (vi) fees, out-of-pocket costs and expenses incurred in listing connection with their rendering services under this Agreement (including fees and expenses relating to due diligence, fees and expenses of the Securities on Nasdaq or such other stock exchanges as the Company Underwriters’ legal counsel, and the Representative together determine, (vii) all fees and disbursements expenses of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged any other independent experts retained by the Representative and Representative) (exclusive of any presentations made available by way amounts due to the Underwriters pursuant to Section 6 hereof); provided, however, that (i) any single expense in excess of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred $5,000 shall be approved by the Company or such management; (ix) $100,000 in writing prior to Odeon for its services and expenses as the QIUincurrence thereof; and (xii) all other costs and expenses customarily borne by an issuer incidental the aggregate reimbursement amount pursuant to the performance of its obligations hereunder which are this Agreement shall not otherwise specifically provided for in this Section 3.10exceed $250,000. If the Offering is consummated, the The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date Date, or the Option Closing Date, if any, the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) herein to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at ClosingClosing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 3,000 per principal or U.S. person and $20,000 in the aggregate3,500 per non-U.S. person, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to the Representative not to exceed $15,000 25,000 in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Representative Underwriter together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s Company expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshownet roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) $100,000 to Odeon for its services and expenses as the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative.

Payment of Expenses. The Company hereby agrees to payIssuer and the Company, to the extent not paid at Closingjointly and severally, will pay all Company reasonable and necessary expenses incidental incident to the performance of the its obligations of the Company under this Agreement and each Terms Agreement, including but not limited to (ia) the Company’s legal preparing, printing or other production and accounting fees filing of the Registration Statement (as originally filed) and disbursementsall amendments thereto, (iib) the preparation, printing, filing, mailing issuance and delivery (including the payment of postage with respect to such mailing) of the Registration StatementSecurities to the Underwriters, (c) the Preliminary Sale Prospectus reasonable fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(G) hereof, including filing fees and the Prospectusreasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, including any pre or post effective amendments or supplements thereto, and (e) the printing or other production and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied delivery to the Underwriters in quantities as may be required hereinabove stated of copies of the Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto, (f) the production and delivery to the Underwriters of copies of the Indenture and any Blue Sky Survey reasonably requested by the UnderwritersRepresentatives, (iiig) the fees of rating agencies, (h) the fees and expenses, if any, incurred in connection with conducting background checks the listing of the Company’s management teamSecurities on any securities exchange, up to a maximum of $2,000 per principal or $20,000 in the aggregate, and (ivi) (x) the preparationfees and expenses, printingif any, engravingincurred in connection with any filing with, issuance and delivery clearance of the Unitsoffering by, the Common Stock Financial Industry Regulatory Authority, Inc. and the Warrants included in the Units, including any transfer or other taxes payable thereon, (vy) filing fees incurred in registering the Offering with FINRA and the reasonable fees and expenses of counsel to for the Representative not to exceed $15,000 Underwriters in connection therewith. If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and 9(iv) hereof, (vi) fees, costs and expenses incurred or if the sale of any Securities provided for herein or in listing any Terms Agreement is not consummated because any condition to the Securities on Nasdaq or such other stock exchanges as the Company and the Representative together determine, (vii) all fees and disbursements obligations of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged Underwriters set forth herein is not satisfied by the Representative and any presentations made available by way of a netroadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by Issuer or the Company or such management; (ix) $100,000 to Odeon for its services and expenses as because of any refusal, inability or failure on the QIU; and (x) all other costs and expenses customarily borne by an issuer incidental to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds part of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by Issuer or the Company to perform any agreement herein or comply with any provision hereof, the Representative Issuer and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall shall, jointly and severally, reimburse the Representative Underwriters named in full such Terms Agreement for its all of their reasonable out-of-pocket accountable expenses actually incurred through such dateexpenses, including, without limitation, including the reasonable fees and disbursements of counsel to for the RepresentativeUnderwriters, that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closingthe Closing Date, all Company expenses incidental incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $2,000 5,500 per principal or $20,000 in the aggregateperson, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Ordinary Shares and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel to of the Representative Underwriters (FINRA-related counsel fees not to exceed $15,000 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Representative Representatives together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative Representatives and any presentations made available by way of a netroadshownet roadshow, including without limitation limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) $100,000 the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to Odeon for its services and expenses as the QIURepresentatives; and (x) all other costs and expenses customarily borne by an issuer incidental incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the FINRA-related counsel expenses specifically set forth above under (v) and fees incurred in connection with conducting background checks under (iii) (which shall be mutually agreed upon between the Company and the Representative Representatives prior to Closing) to be paid by the Company to the Representative and othersRepresentatives. If the Offering is not consummated for any reason (other than consummated, except in the case of a breach default by the Representative of any of its obligations hereunder)the Underwriters under Section 6 hereof, then the Company shall reimburse the Representative in full Representatives for its their out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeRepresentatives related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10; provided that if the Offering is not consummated the aggregate expense reimbursements paid to the Representatives shall not exceed $50,000.