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, 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 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, 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 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. 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 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 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 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 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 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) expenses in connection with 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, Public Shares 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 Public Shares 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, 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 (including legal fees of the Representative’s 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, ; (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; (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 3.103.12. 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 (not to exceed $3,500 per individual). 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, to and TMM Holdings agree with the extent not paid at Closing, several Underwriters that the Company and TMM Holdings will pay all Company expenses incidental incident to the performance of the obligations of the Company Company, as the case may be, under this Agreement, including but not limited to (i) the Company’s legal and accounting any filing fees and disbursementsother expenses incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative designates and the preparation and printing of memoranda relating thereto, (ii) costs and expenses related to the preparation, printing, filing, mailing and delivery review by FINRA (including the payment of postage with respect to such mailingif any) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, Offered Securities (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 and documented fees and expenses of counsel for the Underwriters relating to the Representative such review up to an amount not to exceed $15,000 in connection therewiththe aggregate), (viiii) feesfees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as 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 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 dateOffered Securities, including, without limitation, reasonable any travel expenses of the Company’s officers and employees and any other expenses of the Company including one-half of the cost of any airplane chartered in connection with the “road show”, (v) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (vi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and (vii) all fees, expenses and disbursements of any counsel to the Company and TMM Holdings for services performed in connection with the offering. It is understood that, except as provided in this Section 5 and Sections 8 and 10 below, the Underwriters will pay all of their own costs and expenses incurred in connection with the offering and the other transactions contemplated hereby, including fees and disbursements of counsel to the Representativetheir own 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 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), 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: (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. 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 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 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 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. (a) The Company hereby covenants and agrees to pay, to with the extent not paid at Closing, all Company expenses incidental to the performance of the obligations of Agent that the Company under this Agreement, including but not limited will pay or cause to be paid the following: (i) the Company’s legal fees, disbursements and accounting fees expenses of the counsel and disbursements, (ii) accountants of the Company and the Operating Partnership in connection with the registration of the Shares under the 1933 Act and 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 printing mailing and mailing delivering of this Agreement and related documents, including copies thereof to the Agent; (ii) the cost of all copies thereof printing or producing this Agreement or any Terms Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including 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 Memoranda; (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 managementExchange; (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. It is understood, however, that, except as provided in this Section, and Section 3.10. If the Offering is consummated7 hereof, the Representative may deduct from Agent will pay all of its own costs and expenses, including the net proceeds fees of the Offering payable to the Company its counsel, transfer taxes 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 resale of any of its obligations hereunderthe Shares by it, and any advertising expenses connected with any offers it may make. (b) If Shares having an aggregate offering price of $10,000,000 have not been offered and sold under the Sales Agreements, any Terms Agreement and any Alternative Terms Agreement within eighteen months after the date of this Agreement (or such earlier date on which the Company terminates this Agreement), then the Company shall reimburse the Representative in full Agents 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 a single counsel to for the RepresentativeAgents, incurred by them in connection with the offering contemplated by the Sales Agreements, any Terms Agreement and any Alternative Terms Agreement and ongoing services in connection with the transactions contemplated thereunder; provided that such reimbursement shall not exceed $200,000.

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 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 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 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 $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 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 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 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 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. 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 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 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 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. 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 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 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 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 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 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 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 3.10. 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 Representative3.12.

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 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 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 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 (including legal fees of the Representative’s 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, ; (viiivi) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative (not 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 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. 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 (not to exceed $21,000). 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 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 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 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 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 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 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 and 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 Ordinary Share and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, 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 (including counsel fees of counsel up 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, 15,000); (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 up to $10,000 (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 other fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; (xi) the costs and expenses customarily borne by an issuer incidental of the i-Deal system up to $10,000; (xii) the fees and expenses of the Underwriters’ counsel and (xiii) all other reasonable costs and expenses 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 $100,000 in the aggregate (including counsel fees referred to in clauses (vi) and (x) above) less a credit for $40,000 advance premium previously paid by the Company to their 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 as a result of the Representative’s or any Underwriter’s breach by the Representative of or default with respect to any of its obligations hereunder)described in this Agreement, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateby the Representative, including, without limitation, reasonable fees and disbursements of counsel to the Representativeits legal fees.

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 Ordinary Shares and the Public 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 15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq Global Market 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 expenses reimbursed to the Underwriters shall not exceed $75,000 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. In addition, the Company hereby also agrees to pay, promptly upon the 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 (“Business Combination Services”). The Company shall also pay for the costs and expenses incurred by the Underwriters in connection with the Business Combination to the extent provided for in Section 3.33. 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 dateincurred, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters related to FINRA matters, such legal fees not to exceed $15,000 and such expenses not to exceed $75,000 in the aggregate (including legal fees).

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 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, 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 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 Ordinary Shares and the Public 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 15,000) in connection therewiththerewith , (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq Global Market 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 expenses reimbursed to the Underwriters shall not exceed $75,000 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 reasonable and documented out-of-pocket accountable expenses actually incurred through such dateincurred, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters related to FINRA matters, such legal fees not to exceed $15,000 and such expenses not to exceed $75,000 in the aggregate (including legal fees). 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, 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 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. 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 Class A 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 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 agent 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 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 actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative. The Company has paid a $25,000 advance to the Representative, which shall be applied against actual out-of-pocket-accountable expenses, which will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

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 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 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. 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 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 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 pay, will pay all costs and expenses relating 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 following matters: (i) any registration or qualification of the Company’s legal Offered Securities for offer and accounting sale under the securities or blue sky laws of the several states and any other jurisdictions specified pursuant to Section 6(g) hereof, including filing fees and disbursementsthe reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification (up to a maximum amount, when taken together with the fees and disbursements of counsel for the Underwriters incurred in connection with clause (ii) of this Section 6(i), of $20,000); (ii) any filings required to be made with FINRA of the preparationOffered Securities, printing, filing, mailing including filing fees and delivery (including the payment fees and expenses of postage with respect counsel for the Underwriters relating to such mailingfilings (up to a maximum amount, when taken together with the fees and disbursements of counsel for the Underwriters incurred in connection with clause (i) of the Registration Statementthis Section 6(i), 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$20,000), (iii) fees incurred costs and expenses relating to investor presentations or any “road show” in connection with conducting background checks the offering and sale of the Offered Securities including, without limitation, any travel expenses 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 officers and delivery of the Units, the Common Stock employees 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; fifty percent (ix50%) $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 costs chartering of airplanes (the Company on remaining fifty percent (50%) of the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) cost of such aircraft 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 hereunderUnderwriters), then (iv) expenses incident to listing the Company shall reimburse Offered Securities on the Representative NASDAQ Stock Market and exchanges, fees and expenses in full for its out-of-pocket accountable expenses actually incurred through such dateconnection with the registration of the Offered Securities under the Exchange Act, including, without limitation, (v) the reasonable fees and disbursements of counsel for the Selling Securityholder as required by applicable agreements with the Selling Securityholder and (vi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the RepresentativeUnderwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, except as specifically provided in this paragraph (i) and in Section 12 hereof, the Underwriters shall pay their own costs and expenses in connection with presentations for prospective purchasers of the Offered Securities including the transportation and other expenses incurred by or on behalf of the Underwriters in connection with presentations to prospective purchasers of the Offered Securities, including any “roadshow” (and including one half of the cost of all aircraft used in connection with any “roadshow”).

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 Share 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 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 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 $25,000 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, to the extent not paid at Closing, Fund will pay all Company expenses incidental incident to the performance of the its obligations of the Company under this AgreementDealer Manager Agreement and in connection with the Offer, including including, but not limited to, expenses relating to (i) the Company’s legal printing and accounting fees filing of the Registration Statement as originally filed and disbursementsof each amendment thereto, (ii) the preparation, printing, filing, mailing issuance and delivery of the certificates for the Common Shares, if any, and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the payment fees and disbursements of postage with respect local counsel) and accountants, (iv) the printing or other production and delivery to such mailing) the Dealer Manager of copies of the Registration Statement, Statement as originally filed and of each amendment thereto and of the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, (v) the fees and the printing expenses incurred with respect to any filing with and mailing of this Agreement and related documentsreview by FINRA, 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 agentDealer Manager’s counsel not to exceed $5,000 with respect thereto, (viiivi) all of the Company’s printing or other production, mailing and delivery expenses associated incurred in connection with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshowOffering Materials, 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 reasonable out-of-pocket accountable fees and expenses, if any and not to exceed $1,000, incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (vii) the fees and expenses actually incurred through such datein connection with listing the Rights on the NYSE; (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, includingif any, without limitationof the Offer in The Wall Street Journal) incurred in connection with or relating to the Offer. The Fund agrees to pay the foregoing expenses whether or not the transactions contemplated under this Dealer Manager Agreement are consummated. b. If this Dealer Manager Agreement is terminated by the Dealer Manager in accordance with the provisions of Section 5 or Section 8(a)(i), 8(a)(ii) or 8(a)(iii), the Fund agrees to reimburse the Dealer Manager for all of its reasonable out-of-pocket expenses incurred in connection with its performance hereunder, including the reasonable fees and disbursements of counsel for the Dealer Manager. In the event the transactions contemplated hereunder are not consummated for reasons other than as described in the previous sentence, the Fund agrees to pay all of the Representativecosts and expenses set forth in Section 4(a) which the Fund would have paid if such transactions had been consummated.

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 AgreementAgreement up to a maximum aggregate allowance of $100,000, 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 Stock, the Rights and Warrants included therein, Private Warrants and the Warrants included in the Unitsunderlying private shares, 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 Representative’s 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, ; (viiivi) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative (not 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 Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company (not to exceed $3,500 per individual). 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 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 Class A 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 $150,000 (which shall be mutually agreed upon between the including any advances for such expenses). The Company and paid the Representative prior to Closing) approximately $25,000 upon the execution of the engagement letter, as an advance against out-of-pocket accountable expenses actually anticipated to be paid incurred by the Company to the Representative and othersunderwriters. 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 $75,000 (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 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 pay, or reimburse if paid by any Underwriter, or the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the extent authorization, issuance, sale, preparation and delivery of the Public Units, Public Shares and Public Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Common Stock and the Warrants 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, 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 and any closing documents by mail or other means of communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters not paid at Closingto exceed $35,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and any filings made with FINRA; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Public Units under the securities laws of the several jurisdictions as provided in Section 4(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all Company fees and expenses incidental of the registrar and transfer agent of the Common Stock and the warrant agent of the Warrants and Trustee; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement, including but not limited to Agreement (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 the fees and disbursements expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the Representativeextent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel not contemplated herein, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made 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 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 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 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 and the expenses described in item (iii) above). 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 reasonable and documented out-of-pocket 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 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 COBRADesk filing fees associated with the review of the Registration StatementOffering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market, the Preliminary Sale Prospectus Nasdaq National Market or the NYSE Amex 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, ; (viic) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual; (d) all fees, expenses and disbursements relating to the registration or qualification of such Units 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 if the Offering is commenced on the OTC Bulletin Board, the Company will make a payment of $7,500 to such counsel upon the commence of “blue sky” work by such counsel and an additional $7,500 at closing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Units, under the securities laws of such foreign jurisdictions as the Representative may reasonably designate, including any offering of Directed Units outside of the United States; (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 of preparing, printing and delivering certificates representing the Units; (h) fees and expenses of the transfer agent for the Ordinary Shares; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and warrant agent, (viii) all expenses of the Company’s accountants; (k) the fees and expenses associated with “due diligence” of the Company’s legal counsel and other agents and representatives; (l) up to $10,000 to cover the Representative’s actual “road show” meetings arranged by the Representative and any presentations made available by way of a netroadshow, including without limitation trips legal 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 QIUOffering; and (xm) all other costs and expenses customarily borne by an issuer incidental related to the performance offering of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10Directed Units. If the Offering is consummated, the The Representative 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 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 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 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 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 Common Stock Stock, 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 FINRA, (vi) all reasonable out-of-pocket expenses incurred by the Representative including, without limitation, any expenses and the reasonable fees of counsel of the Underwriters and expenses incurred for background checks on the Company’s senior management and board of directors, subject to a maximum amount of $120,000 in the Representative not to exceed event there is a closing of the Offering and $15,000 40,000 in connection therewiththe event there is no closing of the Offering (the “Expense Cap”), (vivii) 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, (viiviii) all fees and disbursements of the transfer agent, warrant agent and warrant rights agent, (viiiix) 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; , (ixx) $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 (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 others3.13. If the Offering is not consummated for any reason (other than a breach by the Representative reason, and regardless of any of its obligations hereunder)which party elects to terminate, 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 the Expense Cap.

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 the lesser of $2,000 per principal or person and $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 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 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 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) 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) $100,000 to Odeon BTIG for its services and expenses as the QIU; 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 3.103.9. 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 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 $30,000, 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 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 the Representative (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 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 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 (including legal fees of the Representative’s 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 agent 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 (not 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 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. 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 (not to exceed $3,500 per individual). 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. It is acknowledged that the Company has already paid $25,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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. (a) The Company hereby agrees to paypay all costs, to fees and expenses incurred by the extent not paid at Closing, all Company expenses incidental to in connection with the performance of its obligations hereunder and in connection with the obligations of the Company under this Agreementtransactions contemplated hereby, including but not limited to including, without limitation: (i) the Company’s legal and accounting all filing fees and disbursements, communication expenses relating to the registration of the Shares to be sold in the Offering and the Warrant Shares with the Commission and the filing of the offering materials with FINRA; (ii) the preparation, printing, filing, mailing all fees 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 expenses relating to the Underwriters in quantities as may be required by listing of such Shares on the Underwriters, (iii) fees incurred in connection with conducting background checks of NASDAQ Capital Market or the Company’s management team, up to a maximum of $2,000 per principal NYSE MKT 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 Placement Agent together determine, ; (viiiii) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Placement Agent’s counsel related thereto, it being agreed that if the Offering is not commenced on the NASDAQ or NYSE MKT and to the extent that “blue sky” filings are required, the Company shall be responsible for an initial payment of $5,000 for filing fees upon the commencement of “blue sky” work by such counsel, with the balance of such counsel fees and expenses (up to a maximum of $500.00 per state) to be due on the Closing; (iv) the costs of all mailing and printing of the Registration Statement, and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (v) the costs and expenses of an investor relations firm hereof; (vi) the costs of preparing, printing and delivering certificates, if any, representing such Shares; (vii) fees and expenses of the transfer and warrant agent, agent for such Shares; (viii) all stock transfer taxes, if any, payable upon the transfer 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 securities from the Company or such managementto the investors; (ix) the costs associated with I-Deal and Net Roadshow (up to a maximum of $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 25,000), which fee shall be in addition to the performance reimbursement 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 datediscussed in Section 6(b) below); and (xi) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives. (b) The Company shall reimburse the Placement Agent for their out-of-pocket expenses incurred, including, without limitation fees and expenses of the Placement Agent’s legal counsel, travel, lodging and other expenses up to a maximum of $100,000 in the aggregate; provided, however, that any expense over $5,000 will be pre-approved in writing by the Company. (c) Notwithstanding the foregoing, the Company shall not be responsible for the Placement Agent’s expenses, including, without limitation, reasonable the fees and disbursements expenses of counsel its counsel, to the Representativeextent they are not permitted to be paid by the rules of FINRA. Further, the Placement Agent shall be responsible for all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, if 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 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 officer, director and each other individual named in the aggregateRegistration Statement, (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; provided, however, that the total expenses payable under this Section 3.10 shall not exceed $75,000 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 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 (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 Class A Common Stock and the Warrants Rights 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 (counsel fees not to exceed $15,000 25,000) in connection therewith, (vif) 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, (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. The Company advanced to the Representative $19,700 for conducting customary background checks on the Company’s officers and directors, which shall be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

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 Underwriters. (other than a breach by b) The Company agrees to pay to the Representative a structuring fee of any $100,000 upon the closing 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, 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 $125,000 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, which expenses shall be subject to the expense cap set forth above. 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 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 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 the Nasdaq or such other stock exchanges as the Company and the Representative 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 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; (ixviii) $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 (not to exceed $8,000); 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 3.103.9. 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 principals of the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior not to Closing) to be paid by the Company to the Representative and othersexceed $15,000). If the Offering is not consummated for any reason (other than a breach by because the Representative of Company has materially breached any of its obligations hereunder)hereunder or because the Company elects not to proceed with the offering for any reason other than Underwriters’ inability to complete the Offering within a reasonable period of time, then the Company shall reimburse the Representative Underwriters in full for its their out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the RepresentativeUnderwriters (which legal fees shall not exceed $100,000).

Payment of Expenses. The Company hereby agrees Notwithstanding anything to paythe contrary in the Merger Agreement, to the extent the sum of (without duplication) (A)(i) the Outstanding Acquiror Expenses, plus (ii) to the extent not included in the Outstanding Acquiror Expenses, the sum of all outstanding deferred, unpaid or contingent underwriting, broker's or similar fees, commissions or expenses, franchise taxes or franchise fees owed by the Acquiror, the Sponsors or their respective Affiliates (to the extent Acquiror, Holdings or Merger Sub is responsible for or obligated to reimburse or repay any such amounts) to any Person, plus (iii) the aggregate amount outstanding under all Stockholder Notes, plus (iv) any ordinary course out-of-pocket expenses incurred in support of the transactions contemplated by the Merger Agreement by Acquiror, Holdings or Merger Sub (the sum of the foregoing clauses (i) through (iv), excluding any amounts incurred or paid in connection with a PIPE Investment after the date hereof and prior to the Closing, the "Expense Amount"), exceeds (B) $16,000,000.00 (the amount by which the Expense Amount exceeds $16,000,000.00, the "Excess Expense Amount"), the Founder Sponsors shall, on a several basis (in accordance with their relative Sponsor Percentages for Holdings Warrants), be solely responsible for (and none of the Cision Owner, the Company, Acquiror, Holdings, Merger Sub or their respective Subsidiaries shall have any obligation or liability with respect to) and pay or cause to be paid such Excess Expense Amount on the Closing Date or to the extent not paid at Closingon the Closing Date, all Company expenses incidental promptly thereafter; provided that, to the performance extent the Trust Account accrues interest and/or investment income, such interest and income, together with any cash held by Acquiror in one or more operating accounts as of the obligations date hereof, shall be offset against and deducted from any Excess Expense Amount. Any of the Company under this Agreement, including but not limited to amounts set forth in the foregoing clauses (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, through (iv) which were paid by or on behalf of (with a corresponding obligation or liability to repay such amount on the preparationpart of Acquiror, printingHoldings or Merger Sub) Acquiror, engraving, issuance Holdings or Merger Sub after the date hereof 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 prior 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 taken into account in determining 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 amount 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 RepresentativeExcess Expense Amount.

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 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 not to a maximum of exceed $2,000 2,500 per principal or $20,000 person (in the aggregatecase of investigations and background checks in U.S. jurisdiction) and $3,000 per person (in the case of investigations and background checks in non-U.S. jurisdictions), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock Class A Ordinary Shares and the Warrants Share 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 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 share exchanges as the Company and the Representative Underwriter together determine, (viivi) all fees and disbursements of the transfer and warrant rights agent, (viiivii) reasonable expenses from all of participants (including the Company’s expenses Underwriters) 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; (ixviii) the documented fees of the Representative’s legal counsel incurred in connection with the review and qualification of the Offering by FINRA (which amount shall not exceed $100,000 to Odeon for its services and expenses as the QIU15,000); 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 such expenses have been pre-approved by the Company or the Sponsor (including any advance for such out-of-pocket costs, and not including any costs referred to in clause (iii) above). 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 consummated, the expenses set forth above paid by the Representative of any of its obligations hereunder)Representative, then shall, so long as they have first been pre-approved by the Company shall reimburse Sponsor or the Representative in full for its out-of-pocket accountable expenses actually incurred through such dateCompany, including, without limitation, reasonable fees and disbursements of counsel to be reimbursed by the RepresentativeSponsor or 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 5,500 per principal principal, or $20,000 50,000 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 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 paywill bear all fees, to disbursements and expenses in connection with the extent not paid at ClosingOffering, all Company expenses incidental to including, without limitation: the performance costs 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 preparationpreparing, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of delivering the Registration Statement, the Preliminary Sale Prospectus preliminary 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 Underwriting Agreement and related documents, including the cost of documents (all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in such quantities as the Representative may be required by reasonably require); preparing and printing stock certificates and rights certificates; the Underwriterscosts of any "due diligence" meetings; net roadshow; i-Deal system, (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 (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering with FINRA Offering, Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fees; preparation of leather bound volumes and the reasonable fees of counsel to Lucite cube mementos in such quantities as 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 may reasonably request; transfer taxes; transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” agent 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 QIUregistrar fees; 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 reasonable out-of-pocket accountable expenses actually incurred through such dateby the Representative in connection with its Engagement, including, without limitation, reasonable any expenses and fees incurred by Representative 's counsel, expenses incurred for background checks on the Company's senior management and disbursements board of counsel directors to be conducted upon the execution of this engagement letter by a background search firm acceptable to the Representative, subject to a maximum amount of $80,000 in the event of a closing of the Offering (the “Expense Cap”) and $40,000 in the event there is no closing of the Offering. Additionally, the Company has provided a nonrefundable expense advance (the "Advance") to the Representative of $40,000. The Advance shall be applied towards the Expense Cap set forth herein. The Company also agrees to pay the Representative nonaccountable expenses (the "NAE") including, but not limited to, IPREO software related expenses, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the Representative in connection with the transaction, (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement). The total NAE allowance shall be equal to $10,000 and shall be applied towards the Expense Cap set forth herein. If the Company is unable to qualify for listing qualifications on the New York Stock Exchange, NYSE American or Nasdaq Stock Market, all blue-sky work shall be undertaken by counsel of the Representative’s choice.

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 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 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 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 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 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 principal, or $20,000 50,000 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 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 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.