Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(f) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 8, 9 and 12 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as is expressly provided to (a) Whether or not the contrary in Section 10 of transactions contemplated by this AgreementAgreement and the Forward Sale Agreements are consummated or this Agreement and the Forward Sale Agreements are terminated, the Company hereby agrees that it will to pay or cause to be paid all fees costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and the Forward Sale Agreements; (excluding iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedUnderwriters, the Prospectus and any amendments or supplements thereto, Forward Purchasers and the cost of furnishing copies thereof Forward Sellers in an aggregate amount not to you, exceed $10,000); (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (dvi) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid expenses incurred in connection with the review listing of the Offering by FINRA, including filing Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements on the NYSE; (vii) the fees and expenses of any transfer agent or registrar for the Shares (including related fees and disbursements made in connection therewith expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any Blue Sky Memoranda supplied to you by counsel for filing with, and clearance of the Companyoffering by, the Financial Industry Regulatory Authority; and (fix) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement “road show” presentation to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closepotential investors.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the The Company hereby agrees that it will pay all fees costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement (excluding fees is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of counsel for you, except as specifically set forth below)documents, including (a) the preparationOperative Documents, with respect to the transactions, including any costs of printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed with respect to the Capital Securities and as amendedany amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendments amendment or supplements supplement thereto, this Agreement and the cost of furnishing copies thereof to youany blue sky memoranda, (bii) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments all arrangements relating to any the delivery to the Underwriters of copies of the foregoingforegoing documents, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (diii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company’s counsel and accountants, (eiv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Units Capital Securities under applicable state securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRAblue sky laws, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by of counsel for the CompanyUnderwriters relating thereto, (fvi) all coststhe filing fees of the Commission and the National Association of Securities Dealers, feesInc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Operative Document. If the sale of the Units Capital Securities provided for herein is not consummated because any condition to the publicobligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (iincluding counsel fees and disbursements) any escrow arrangements that shall have been incurred by it in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, proposed purchase and (j) all other costs and expenses incident to the performance sale of the Company’s obligations hereunder that are Capital Securities. The Company shall not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not any event be liable to exceed one percent (1.0%) any of the public offering price Underwriters for the loss of anticipated profits from the Units sold in the Offering, less any advances on such accountable expense allowance previously paid transactions covered by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, each of the Company and the Manager hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (a) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any document incorporated by reference in the Preliminary Prospectus or the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (b) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (c) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (d) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi) ), including the reasonable fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (e) the filing fees incident to, and the reasonable fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (f) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (g) all travel expenses of the transfer agentCompany’s and registrarthe Manager’s feesofficers and employees and any other expense of the Company or the Manager incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (h) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; and (i) the preparation, printing and distribution of one or more versions of the Pricing Disclosure Package and the Prospectus for distribution in Canada, often in the form of a Canadian “wrapper” (including reasonable fees and expenses of Canadian counsel to the Underwriters). Each of the Company and the Manager also will pay or cause to be paid: (a) the cost of preparing stock certificates, if any, representing the Shares; (b) the cost and all miscellaneous expenses referred to in charges of any transfer agent or registrar for the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jc) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 67. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 9, 10 and 13 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will covenants with Xxxxx-Xxxxxx to pay or cause to be paid all fees and expenses incident to the performance of its obligations under this Agreement Agreement, including: (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and the preparation, printing Company’s accountants in connection with the registration and delivery of the Placement Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Prospectus Supplement, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the SecuritiesProspectus, any Blue Sky Memorandafree writing prospectus prepared by or on behalf of, used by, or referred to by the Company and any instruments relating amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Placement Shares (cwithin the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to Xxxxx-Xxxxxx, (ii) all costs and expenses related to the issuance transfer and delivery of the UnitsPlacement Shares, including any transfer or other taxes payable thereon, (diii) the fees cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and disbursements sale of the Company’s counsel Placement Shares under state securities laws and accountants, (e) all expenses in connection with the qualification of the Units Placement Shares for offer and sale under applicable state securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRAas provided herein, including filing fees and the reasonable fees and disbursements made of counsel for Xxxxx-Xxxxxx in connection therewith with such qualification and in connection with any the Blue Sky Memoranda supplied to you by counsel for the Companyor Legal Investment memorandum, (fiv) all costs, fees, filing fees and expenses the reasonable fees and disbursements of counsel to Xxxxx-Xxxxxx incurred in connection with the application for qualifying offering contemplated by this Agreement relating to any review and qualification by FINRA, (v) all costs and expenses incident to listing the Units, Placement Shares and Warrants for quotation on the NASDAQ Capital MarketExchange, (gvi) the costs and charges of any transfer agent’s and registrar’s , registrar or depositary, (vii) all fees, if any, expenses and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives disbursements relating to meetings with and presentations to prospective purchasers background checks of the Units reasonably determined by you Company’s officers and directors in an amount not to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as suchexceed $1,000 per individual, and (jviii) all other costs and expenses incident to the performance of the Company’s obligations of the Company hereunder that are for which provision is not otherwise specifically provided for made in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeSection.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the The Company hereby agrees that it will pay all costs and expenses relating to the following matters: (i) any registration or qualification of the Offered Securities for offer and 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 expenses incident to the performance of its obligations under this Agreement (excluding reasonable and documented fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments Underwriters relating to any of the foregoingsuch registration and qualification (up to a maximum amount, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) when taken together with the fees and disbursements of counsel for the Company’s counsel and accountants, Underwriters incurred in connection with clause (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(viii) of this Agreement and Section 6(i), of $20,000); (ii) any filing fee paid in connection filings required to be made with the review FINRA of the Offering by FINRAOffered Securities, including filing fees and the fees and expenses of counsel for the Underwriters relating to such filings (up to a maximum amount, when taken together with the fees and disbursements made in connection therewith and of counsel for the Underwriters incurred in connection with clause (i) of this Section 6(i), of $20,000), (iii) costs and expenses relating to investor presentations or any Blue Sky Memoranda supplied to you by counsel for “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company, including fifty percent (f50%) all costsof the costs chartering of airplanes (the remaining fifty percent (50%) of the cost of such aircraft to be paid by the Underwriters), fees(iv) expenses incident to listing the Offered Securities on the NASDAQ Stock Market and exchanges, fees and expenses in connection with the application for qualifying registration of the Units, Shares and Warrants for quotation on Offered Securities under the NASDAQ Capital MarketExchange Act, (gv) the transfer agent’s reasonable fees and registrar’s feesdisbursements 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 Underwriters and for expenses incurred for preparing, if anyprinting and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, except as specifically provided in this paragraph (i) and all miscellaneous in Section 12 hereof, the Underwriters shall pay their own costs and expenses referred to in connection with presentations for prospective purchasers of the Registration Statement, (h) costs related to travel Offered Securities including the transportation and lodging other expenses incurred by or on behalf of the Company and its representatives relating to meetings Underwriters in connection with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale Offered Securities, including any “roadshow” (and including one half of the Units to the public, (i) any escrow arrangements cost of all aircraft used in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close“roadshow”).

Payment of Expenses. Except as (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is expressly provided terminated, the Xxxxxxxx Parties, jointly and severally, will pay or cause to be paid all costs, expenses and fees in connection with (i) the registration, issuance, sale, preparation and delivery of the Units and any taxes payable upon the issuance, sale and delivery of the Units to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement Underwriters; (excluding fees and expenses of counsel for you, except as specifically set forth below), including (aii) the preparation, printing and filing under the Securities Act of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including financial statements all exhibits, amendments and exhibitssupplements thereto) and the furnishing of copies of each thereof to the Underwriters; (iii) reproducing and delivering this Agreement; (iv) the fees and expenses of the Partnership’s counsel and independent accountants; (v) the registration or qualification of the Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters), as originally filed and as amended, the Prospectus ; (vi) any transfer agent and any amendments registrar of the Units; (vii) any filing with, and clearance of the offering by, FINRA; (viii) any listing of the Units on any securities exchange or supplements theretoqualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act; (ix) all expenses incurred by the Xxxxxxxx Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Xxxxxxxx Entities and any such consultants, and the cost of furnishing copies thereof to you, any aircraft chartered by the Xxxxxxxx Entities in connection with the road show; (bx) qualifying the Units for inclusion in the book-entry settlement system of the DTC; (xi) the preparation, printing, preparation and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any filing of the foregoing, (c) the issuance and delivery of the UnitsExchange Act Registration Statement, including any transfer taxes payable thereon, amendments thereto; and (dxii) all of the fees and disbursements of counsel incurred by the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of Directed Unit Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses Underwriters in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeDirected Unit Program.

Payment of Expenses. Except as is expressly provided to The Corporation covenants and agrees with the contrary in Section 10 of this Agreement, several Underwriters that the Company hereby agrees that it Corporation will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding fees i) the fees, disbursements and expenses of the Corporation's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youprinting or producing any Agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securitiesany Pricing Agreement, any Indenture, any Blue Sky Memorandaand legal investment memoranda, closing documents (including any compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsSecurities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of Blue Sky and Legal In vestment Surveys; (iv) any fees charged by securities rating services for rating the Offering by FINRA, including Securities; (v) any filing fees incident to, and the fees and disbursements made of counsel for the Underwriters in connection therewith with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Blue Sky Memoranda supplied to you by counsel for Indenture and the Company, Securities; (fviii) all costs, fees, the fees and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers any listing of the Units reasonably determined by you to be necessary or desirable to effect the sale Designated Securities and registration of the Units to Designated Securities under the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, 1934 Act; and (jix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6Section. In additionIt is understood, on the Closing Datehowever, that, except as provided in this Section, and Sections 7 and 10 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, transfer taxes upon resale of any of the public offering price of the Units sold in the OfferingSecurities by them, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers they may make.

Payment of Expenses. Except as is expressly provided In addition to the contrary in payment of the expenses contemplated by the last sentence of Section 10 of this Agreement3(c), the Company hereby agrees that it will pay all fees and expenses incident incidental to the performance of its obligations under this Agreement Agreement, the Indenture and the Notes, including (excluding i) the fees and expenses of the Trustee and its professional advisers; (ii) the fees and expenses of the Company's accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes; (iv) all expenses in connection with the preparation, printing and delivery of the Registration Statement, this Agreement, the Indenture, the Prospectus and amendments and supplements thereto and any other document relating to the issuance, offer, sale and delivery of the Notes; (v) any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Notes for sale under the laws of such United States jurisdictions as the Representatives designate and the printing of memoranda relating thereto; (vi) the filing fees incident to, and the fees and expenses of counsel for youthe Underwriters in connection with, except as specifically set forth below)if any, including the review and approval by the National Association of Securities Dealers, Inc. (athe "NASD") the preparation, printing and filing of the Registration Statement Underwriters' participation in the offering and distribution of the Notes; (including financial statements vii) any fees charged by investment rating agencies for the rating of the Notes; and exhibits), as originally filed and as amended(viii) expenses incurred in distributing any preliminary prospectus, the Prospectus and any amendments and supplements thereto to the Underwriters. The Company will also pay or supplements thereto, reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the cost of furnishing copies thereof to you, (b) the preparation, printing, Company's officers and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, employees and any instruments relating to any other expenses of the foregoing, (c) Underwriters and the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Company in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Notes from the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeUnderwriters.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementherewith), the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(g) hereof, including the reasonable and documented fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Company, Underwriters in connection with securing any required review by FINRA of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Nasdaq; (gvii) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements “road show” undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of road show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the road show; (viii) any stock transfer taxes incurred in connection with this Agreement or reimbursement to the Escrow Agent for its services as such, Offering and (jix) all other costs the fees and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price Representative (including reasonable and documented fees and expenses of counsel for the Units sold in Underwriters; provided, however, that the Offeringcosts, less fees and expenses of counsel and any advances on such accountable expense allowance previously paid other consultants or third parties engaged by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance Underwriters shall not exceed $150,000, not including any fees and disbursements in (v) above). The Company also will pay or cause to be paid: (x) the amount cost of accountable expenses actually incurred. If preparing stock certificates representing the advances previously paid by Shares; (y) the Company to you exceed cost and charges of any transfer agent or registrar for the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeShares.

Payment of Expenses. Except as The Company will pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will pay all fees costs and expenses incident to the performance by it of its obligations under this Agreement (excluding fees and expenses the Pricing Agreement, including, without limiting the generality of counsel for youthe foregoing, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, filing and distribution (including postage, air freight charges and charges for counting and packaging) of this Agreementthe original registration statement, the certificates representing Registration Statement, each Preliminary Prospectus, the SecuritiesProspectus (including all Incorporated Documents, any Blue Sky Memoranda, exhibits and financial statements and any instruments relating Term Sheet delivered by the Company pursuant to Rule 434 of the Act), each amendment and/or supplement to any of the foregoing, and this Agreement, the Pricing Agreement, the Agreement Among Underwriters, Selected Dealers Agreement, Powers of Attorney and Underwriters' Powers of Attorney and Questionnaires, (b) furnishing to the several Underwriters and dealers copies of the foregoing materials (provided, however, that any such copies furnished by the Company more than nine months after the first date upon which the Shares are offered to the public shall be at the expense of the several Underwriters or dealers so requesting as provided in Section 4(f) above), (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, registrations or qualifications referred to in Section 4(g) above (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made of counsel in connection therewith therewith) and expenses of printing and delivering to the several Underwriters copies of the preliminary and final Blue Sky memoranda, (d) the review of the terms of the public offering of the Shares by the NASD (including the filing fees paid to the NASD in connection with any Blue Sky Memoranda supplied to you by therewith) and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith, (e) the performance by the Company and each of the Selling Stockholders of its other obligations under this Agreement, including the fees of the Company's and each Selling Stockholder's counsel and accountants, (f) all coststhe issuance of the Shares and the preparation and printing of the stock certificates representing the Shares, fees, and expenses including any stamp taxes payable in connection with the application for qualifying original issuance of the Units, Shares and Warrants for quotation on the NASDAQ Capital MarketShares, (g) furnishing to the transfer agent’s several Underwriters copies of all reports and registrar’s feesinformation required by Section 4(h) above, if anyincluding reasonable costs of shipping and mailing, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers listing of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, Common Stock on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeNew York Stock Exchange.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agreement and any instruments relating to agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoing, (cShares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(a)(v) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Nasdaq; (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including any compensation or reimbursement Offering; and (ix) the fees of the Custodian and other fees and expenses related to the Escrow Agent offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for its services as such, the Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Closing DateShares by them. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 6 or 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all out-of pocket expenses of the public Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith. The Selling Stockholders will pay all fees and expenses related to the offering price of the Units Shares to be sold in by them, including (i) the Offeringfees and disbursements of their counsel, less if any, and (ii) any advances on such accountable expense allowance previously paid by applicable stock transfer or other taxes related to the offering of their Shares. Notwithstanding the foregoing, nothing shall affect any agreement that the Company to you. Notwithstanding any other provision and the Selling Stockholders may make for the sharing or allocation of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you such costs and none of your expenses will be reimbursed in the event that the Offering does not closeexpenses.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi) 4(f), hereof including the reasonable and actual fees and disbursements of this Agreement and any filing fee paid one outside counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described hereinOffering, including other than those to be paid by the Selling Stockholders in accordance with this Agreement. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 67. It is understood, however, that except as provided in Sections 9, 10 and 14 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Shares by them. In addition, on the Closing DateCompany and the Underwriters agree that, upon the mutual agreement of the parties, the Underwriters will reimburse the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) for certain of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable costs and expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in this Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close7.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering and the fees and expenses (including fees and expenses of counsel) of the Company, the Trustee and the costs and charges of any registrar and paying agent under the Indenture; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Indenture and any instruments relating to agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoing, (cSecurities for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(e) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with any rating of the application for qualifying Securities, listing of the Units, Underlying Shares and Warrants for quotation issuable upon conversion of the Securities on the NASDAQ Capital Nasdaq National Market, ; and (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you Securities. The Company also will pay or cause to be necessary paid: (x) the cost of preparing certificates representing the Securities; (y) the cost and charges of any transfer agent or desirable to effect registrar for the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Securities; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Closing DateUnderwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 6 or 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all out-of pocket expenses of the public offering price Underwriters (including but not limited to fees and disbursements of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement counsel to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually Underwriters) incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeconnection herewith.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the Company hereby agrees that it (a) The Operating Partnership will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)Agreement, including (ai) the preparation, printing and filing of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements and exhibits), ) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as amendedmay be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Operating Partnership’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (bvii) the preparation, printing, printing and distribution delivery to the Underwriters of this Agreement, copies of the certificates representing the Securities, any Blue Sky Memoranda, Survey and any instruments relating to any supplement thereto, (viii) the fees and expenses of the foregoing, (c) the issuance and delivery of the UnitsTrustee, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Trustee in connection with the review Indenture and the Securities, (ix) the costs and expenses of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with Operating Partnership relating to investor presentations on any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses “road show” undertaken in connection with the application for qualifying marketing of the UnitsSecurities, Shares including without limitation, expenses associated with the production of road show slides and Warrants for quotation on the NASDAQ Capital Marketgraphics, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers expenses of the Units reasonably determined by you to be necessary or desirable to effect the sale representatives and officers of the Units to Operating Partnership and such consultants (if any), and the public, cost of transportation (iif any) any escrow arrangements chartered in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, road show and (jx) all other costs and expenses incident to any fees payable in connection with the performance rating of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeSecurities.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, The Company covenants and agrees with each Agent that the Company hereby agrees that it will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding i) the fees and expenses of the Company's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, the Prospectus and any Pricing Supplement and all other amendments or and supplements theretothereto and the mailing and delivering of copies thereof to such Agent; (ii) the fees and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and the continuing advice and services of such counsel in connection with the transactions contemplated hereunder; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of preparing by word processor or reproducing this Agreement, the certificates representing the Securitiesany Terms Agreement, any Indenture, any Blue Sky Memoranda, and Legal Investment Memoranda and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsSecurities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of preparing the Securities; (viii) the fees and expenses of any Trustee and any agent of any Trustee and any transfer taxes payable thereon, (d) or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with any Indenture and the Company’s counsel and accountants, Securities; (eix) the qualification out-of-pocket expenses of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Agents incurred in connection with the review implementation of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel program for the Company, (f) all costs, fees, offer and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Securities; and (jx) all other costs and expenses incident to the performance of the Company’s 's obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the CompanySection. Except as otherwise set forth provided in Section 10 of this AgreementSections 7 and 8 hereof, no selling commissions will be paid to you and none of your each Agent shall pay all other expenses will be reimbursed in the event that the Offering does not closeit incurs.

Payment of Expenses. Except as is expressly provided The Company and each of the Selling Stockholders covenant and agree with one another and with the several Underwriters that (a) the Company will pay or cause to be paid to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all fees and Underwriters an amount equal to $300,000 to cover non-accountable expenses incident to associated with the performance of its obligations their duties under this Agreement plus following: (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any amendments Agreement Among Underwriters, this Agreement, the Blue Sky survey and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) the cost of copying or supplements theretodistributing the Blue Sky memorandum, closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires and powers of attorney) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the costs or expenses of any transfer agent or registrar; (ix) the costs and expenses of the Company and the Selling Stockholders relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and of any of the Selling Stockholders and any such consultants, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid aircraft chartered in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, road show; and (jx) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section; and (b) such Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for such Selling Stockholder, (ii) such Selling Stockholders’ pro rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian, (iii) all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder and (iv) the filing fees payable for registration with the Commission of the offer and sale of the Shares under the Act with respect to the Shares being sold by such Selling Stockholder. It is understood, however, that except as provided in this Section, Section 6. In addition, on the Closing Date8 and Section 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, stock transfer taxes on resale of any of the public offering price of the Units sold in the OfferingShares by them, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers they may make.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses (up to $10,000 in the aggregate) in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities laws in accordance with Section 5(a)(vi) or blue sky laws, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the CompanyUnderwriters (up to $25,000 in the aggregate) in connection with, securing any required review by the Financial Industry Regulatory Authority, Inc. (f“FINRA”) of the terms of the Offering; (vi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Nasdaq; (gvii) the reasonable and documented fees, disbursements and expenses of counsel to the Underwriters; (viii) the costs and expenses of the Company relating to investor presentations on any Road Show undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, travel and lodging expenses of the representatives and officers of the Company; and (ix) any stock transfer agent’s and registrar’s feestaxes incurred in connection with the transfer of the Shares to be sold by the Company to the Underwriters pursuant to this Agreement (excluding, for the avoidance of doubt, any income tax). The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates, if any, representing the Shares; (y) the cost and all miscellaneous expenses referred to in charges of any transfer agent, registrar or custodian for the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the offering of the Shares or the performance of the Company’s obligations hereunder of the Company under this Agreement; provided, however, that are not otherwise specifically provided for in reimbursable fees and expenses under clauses (vii) and (viii) of this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance 4 shall not exceed $100,000 in the amount of accountable expenses actually incurredaggregate without the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed). If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by youIt is understood that, except as provided in Sections 4, 6, 7 and 10 hereof, the excess amount Underwriters will be returned to pay all of their own costs and expenses, including the Company. Except as otherwise set forth in Section 10 fees of this Agreement, no selling commissions will be paid to you their counsel and none stock transfer taxes on resale of your expenses will be reimbursed in any of the event that the Offering does not closeShares by them.

Payment of Expenses. Except as is expressly provided (a) The Transaction Entities jointly and severally agree to pay or cause to be paid the contrary in Section 10 of this Agreementfollowing: (i) the fees, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, in each case, be reasonably requested for use in connection with the offering and sale of the Shares, and the cost mailing and delivering of furnishing copies thereof to you, the Sales Agents; (bii) costs incident to the preparation, printing, and distribution delivery of this Agreement or any Terms Agreement, the certificates representing the Securities, any Blue Sky (including related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including any compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the Exchange; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer taxes payable thereon, agent or registrar or any dividend distribution agent; (dviii) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, ; and (jix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 6. In addition, on the Closing Date7 and Section 9 hereof, the Company Agent will pay International Assets Advisoryall of its own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of its counsel, transfer taxes on resale of any of the public offering price of the Units sold in the OfferingShares by it, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers it may make.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company and the Guarantors, jointly and severally, hereby agrees that it will agree to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement of the Company and the Guarantors hereunder, including the following: (excluding fees i) the fees, disbursements and expenses of the Company’s and the Guarantors’ counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Notes under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to you, (b) producing the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any all expenses in connection with the qualification of the foregoing, (cNotes for offering and sale under state securities or Blue Sky laws as provided in Section 4(a)(v) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (dA) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, in connection with the Blue Sky survey and (eB) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee fees required to be paid in connection with all applicable securities regulatory filing requirements (whether required pursuant to the review securities laws of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and United States or otherwise) in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, Offering; (fiii) all costs, fees, fees and expenses in connection with the application for qualifying inclusion of the Units, Shares and Warrants for quotation on Notes in the NASDAQ Capital Market, book-entry system of DTC; (giv) all travel expenses of the transfer agentCompany’s and registrar’s fees, if any, Guarantors’ officers and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel employees and lodging incurred by any other expense of the Company and its representatives relating to or the Guarantors incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined Notes; (v) fees paid to rating agencies in connection with the Notes; (vi) all expenses and application fees related to the listing of the Notes, if applicable and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by you to be necessary or desirable to effect the Financial Industry Regulatory Authority, Inc., of the terms of the sale of the Units Notes. The Company also will pay or cause to the public, be paid: (i) the cost of preparing certificates for the Notes; (ii) the cost and charges of any escrow arrangements in connection with the transactions described herein, including any compensation transfer agent or reimbursement to the Escrow Agent for its services as such, registrar; and (jiii) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close5.

Payment of Expenses. Except as is expressly provided The Company agrees to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all costs, fees and expenses incident to incurred in connection with the performance of its obligations under this Agreement hereunder and in connection with the transactions contemplated hereby, including without limitation (excluding i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs), (ii) all fees and expenses of counsel for youthe registrar and transfer agent and Warrant Agent of the Offered Securities, except as specifically set forth below)(iii) all issue, including transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriter and by the Underwriters to the initial purchasers thereof, (aiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and filing distribution of the Registration Statement (including financial statements statements, exhibits, schedules, consents and exhibitscertificates of experts), as originally filed and as amendedthe Time of Sale Prospectus, the Prospectus Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and any each preliminary prospectus and all amendments or and supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, (vi) all cost and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid expenses incurred in connection with the review settlement processing and clearing of the Offering by FINRAOffered Securities, including (vii) all filing fees, attorneys’ fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings in connection with and presentations to prospective purchasers qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Units reasonably determined by you to be necessary Offered Securities for offer and sale under the state securities or desirable to effect the sale of the Units to the publicblue sky laws, (iviii) any escrow arrangements up to US$82,500 for out of pocket and legal expenses incurred by the Underwriters in connection with the transactions described hereincontemplated hereby (including the fees and expenses of counsel for the Underwriter), including (ix) up to US$20,000 for the Underwriters’ non-accountable expenses, (x) the costs and expenses of the Company relating to investor presentations on any compensation “road show” undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or reimbursement to dissemination of any electronic road show, expenses associated with the Escrow Agent for its services as suchproduction of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (jxi) the fees and expenses associated with listing the Offered Securities on the NASDAQ and (xii) all other fees, costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for nature referred to in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) Item 13 of Part II of the public offering price Registration Statement; provided, however that such expenses shall be inclusive of the Units sold in the Offering, less any advances on such $25,000 advance for accountable expense allowance expenses previously paid by the Company to youthe Representative. Notwithstanding the foregoing, any other provision of this Agreement advance received by the Representative will be reimbursed to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses extent not actually incurred by you, the excess amount will be returned to the Companyin compliance with FINRA Rule 5110(f)(2)(C). Except as otherwise set forth provided in this Section 6 or in Section 10 9, Section 11 or Section 12 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of this Agreementits counsel, no selling commissions will be paid any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show presentation to you potential investors, but excluding the following: stock transfer taxes payable on the sale and none delivery by the Underwriters of your expenses will be reimbursed in the event that Offered Securities to the Offering does not closeinitial purchasers thereof, including, without limitation, any Bermuda or Swiss federal stamp duty on the issuance of securities (Emissionsabgabe) and Bermuda or Swiss federal stamp duty on the transfer of securities (Umsatzabgabe).

Payment of Expenses. Except as is expressly provided to (a) Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement, the ADS Registration Statement and the Pricing Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses the obligations of counsel for you, except as specifically set forth below)the Selling Shareholders hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedthe ADS Registration Statement, the 8-A Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares and the ADSs under the Securities Act and the Offering; (iii) the cost of producing this Agreement, the Deposit Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares and the ADSs for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi5(a)(vii) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation ADSs on the NASDAQ Capital Nasdaq Global Market, ; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you Shares; (viii) all costs and expenses related to be necessary or desirable to effect the sale transfer and delivery of the Units Shares, in the form of Ordinary Shares or ADSs, to the public, (i) any escrow arrangements in connection with the transactions described hereinUnderwriters, including any compensation transfer or reimbursement other taxes payable thereon; and (ix) the fees of the Custodian and other fees and expenses related to the Escrow Agent offering of the Shares by the Selling Shareholders. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Shares; (y) the cost and charges of any transfer agent, registrar or depositary for its services as such, the Shares and ADSs; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 67. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 9, 10 and 14 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company’s obligations hereunder that are not otherwise specifically provided accountants and counsel), the underwriting documents (including this Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as herein above stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or foreign securities or blue sky laws, including the costs of printing and mailing a preliminary and final “Blue Sky Survey” and the fees of counsel for the Underwriter and such counsel’s disbursements in this Section 6. In additionrelation thereto, (iv) listing the Shares on the Closing DateAmerican Stock Exchange, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%v) any filing for review of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the National Association of Securities Dealers, Inc., including the filing fees relating thereto, (vi) the cost of printing certificates representing the Shares, (vii) the cost and charges of any transfer agent or registrar for the Common Stock, and (viii) the costs and expenses of the Company relating to you. Notwithstanding investor presentations on any other provision “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, travel and lodging expenses of the representatives and officers of the Company and the cost of any aircraft chartered in connection with the road show; provided that except as provided in this Agreement to the contrarySection 5(a) and in Sections 5(b) and 5(c) below, the expense allowance Underwriter shall not exceed pay its own costs and expenses, including the amount costs and expenses of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeits counsel.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the Company hereby agrees that it The PPHI Parties will pay for all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)Agreement, including without limitation: (a) the preparation, printing printing, filing, delivery and filing shipment of the Registration Statement (Statement, including financial statements the Prospectus, and exhibits), as originally filed all amendments and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, all filing fees related thereto; (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including all filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application qualification or registration of the Shares for qualifying offer and sale by HoldCo under the Unitssecurities or “blue sky” laws, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s including without limitation filing fees, if anyreasonable legal fees and disbursements of counsel in connection therewith, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described hereinpreparation of a blue sky law survey; (c) the filing fees of FINRA related to the Agent’s fairness filing under Rule 5110 (or any successor rule of FINRA); (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) all expenses relating to advertising, postage, temporary personnel, investor meetings and the operation of the stock information center; (h) transfer agent fees and costs of preparation and distribution of written notices under Conversion Act; and (i) fees and expenses of the PPHI Parties relating to presentations or meetings undertaken in connection with the marketing and sale of the Shares to prospective investors and the Agent’s sales forces, including any compensation or reimbursement to the Escrow Agent for its services as suchexpenses associated with travel, lodging, and (j) all other costs expenses incurred by the officers of the PPHI Parties; provided, however, that the Agent shall pay the fees and expenses incident to the performance of the CompanyAgent and any of its affiliates relating to presentations or meetings undertaken in connection with the marketing and sale of the Shares to prospective investors and the Agent’s obligations hereunder that are not otherwise specifically provided for sales forces, including expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in this Section 6connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Agent and any such consultants. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Agent incurs any expenses on behalf of the PPHI Parties, the PPHI Parties will pay or reimburse the Agent for such expenses in an amount not to exceed $15,000 (including travel and legal expenses) regardless of whether the Offering does not closeis successfully completed. Not later than two days prior to the Closing Time, the Agent will provide the PPHI Parties with a detailed accounting of all reimbursable expenses to be paid at the Closing.

Payment of Expenses. Except as is expressly provided (a) The Company and the Operating Partnership agree to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all fees costs and expenses incident to the performance of its their obligations under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement (excluding is terminated, including expenses, fees and expenses of counsel for you, except as specifically set forth below), including taxes in connection with (ai) the preparation, printing preparation and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedeach Preliminary Prospectus, the Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the cost printing and furnishing of furnishing copies of each thereof to youthe Underwriters and to dealers (including costs of mailing and shipment), (bii) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Unitscertificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable thereonupon the sale of the Shares to the Underwriters, (diii) the fees printing of this Agreement and disbursements any dealer agreements and furnishing of copies of each to the Company’s counsel Underwriters and accountantsto dealers (including costs of mailing and shipment), (eiv) the qualification of the Units Shares for offering and sale under applicable securities state laws in accordance with Section 5(a)(vithat the Company and the Representatives have mutually agreed are appropriate and the determination of their eligibility for investment under state law as aforesaid, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto, and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) of this Agreement and any filing fee paid in connection with the for review of the Offering public offering of the Shares by FINRAthe NASD, including the legal fees and filing fees and other disbursements of counsel for the Underwriters relating thereto, (vi) the fees and disbursements made in connection therewith expenses of any outside counsel and in connection with any Blue Sky Memoranda supplied to you by counsel accountants for the Company, (f) all costs, fees, and expenses in connection with any transfer agent or registrar for the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses of the Company referred to in the Registration Statement, (hvii) costs related to travel the fees and lodging expenses incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described hereinlisting of the Shares on the NYSE, including any compensation or reimbursement to (viii) the Escrow Agent for its services as such, and (j) all other Company’s costs and expenses incident to for preparation of the road show materials and (ix) the performance of the Company’s and the Operating Partnership’s other obligations hereunder that are not otherwise specifically provided for in this Section 6hereunder. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) The travel and accommodation expenses of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Underwriters and their counsel shall not be borne by or reimbursed by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement of the Company hereunder, including the following: (excluding fees i) the fees, disbursements and expenses of the Company's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youprinting any Agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securitiesblue sky memoranda, closing documents (including any Blue Sky Memoranda, compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws and Canadian federal and provincial securities laws as provided in Section 4(e) hereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fiv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital National Market, ; (gv) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined Shares; (vi) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by you to be necessary or desirable to effect the National Association of Securities Dealers, Inc. of the terms of the sale of the Units Shares. The Company also will pay or cause to the public, be paid: (i) the cost of preparing stock certificates representing the Shares; (ii) the cost and charges of any escrow arrangements in connection with transfer agent or registrar for the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jiii) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 7 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement of the Company hereunder, including the following: (excluding fees i) the fees, disbursements and expenses of the Company's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youproducing any Agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 4(a)(iv) hereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, survey; (fiv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gv) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined Shares (other than as shall have been specifically approved by you the Underwriters to be necessary or desirable to effect paid for by the Underwriters) and (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Units Shares. The Company also will pay or cause to the public, be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any escrow arrangements in connection with the transactions described herein, including any compensation transfer agent or reimbursement to the Escrow Agent for its services as such, registrar; and (jiii) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 7 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, stock transfer taxes on resale of any of the public offering price of the Units sold in the OfferingShares by them, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers they may make.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agreement and any instruments relating to agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoing, (cShares for offering and sale under state securities laws as provided in Section 4(e) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied blue sky survey; (v) the filing fees incident to you by and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Exchange; (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountants, accountants in connection with the registration of the Shares under the Securities Act and the Offering; (eiii) the qualification cost of the Units under applicable securities laws in accordance with Section 5(a)(vi) producing each of this Agreement and any filing fee paid agreement among underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the review Offering; (iv) all expenses in connection with the qualification of the Offering by FINRAShares for offering and sale under state securities laws, if required, including filing fees and the fees and disbursements made of counsel for the Underwriters in connection therewith with such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with the application for qualifying preparation and filing of the Units, Registration Statement on Form 8-A relating to the Shares and Warrants for quotation all fees and expenses in connection with listing the Shares on the NASDAQ Capital Market, New York Stock Exchange; (gvii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) the transfer agent’s costs and registrar’s feesexpenses (including without limitation any damages) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation contained in Section 1(d) hereof. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates, if any, representing the Shares; (y) the cost and all miscellaneous expenses referred to in charges of any transfer agent or registrar for the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance by the Company of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, however, that except as provided in this Section, and Sections 8, 9 and 11 hereof, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel and transfer taxes on resale of any of the Closing DateShares by such Underwriter. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all out-of-pocket expenses of the public offering price Underwriters (including but not limited to fees and disbursements of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement counsel to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually Underwriters) incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeconnection herewith.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementhereof, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(f) hereof, including the reasonable and documented fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares on Nasdaq and Warrants for quotation on the NASDAQ Capital Market, with any filings required to be made with FINRA; (gvi) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements Road Show undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or reimbursement the Offering; and (viii) the fees and expenses incident to the Escrow Agent performance of the obligations of the Representative (including fees, disbursements and expenses of counsel for its services as suchthe Underwriters, which shall be inclusive of amounts paid pursuant to Sections 6(iv), 6(v)), and 12(d) in an aggregate amount not to exceed $150,000. The Company also will pay or cause to be paid: (jx) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other reasonable and documented costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to The Company and each of the contrary in Section 10 of this Agreement, Selling Shareholders covenant and agree with the several Underwriters that (a) the Company hereby agrees that it will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youprinting or producing any Agreement Among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, survey (if any) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) the cost of copying or distributing the Blue Sky memorandum (if any), closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(a)(ii) hereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Nasdaq; (gvi) the cost of preparing stock certificates; (vii) the costs or expenses of any transfer agent’s agent or registrar; (viii) the costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements “road show” undertaken in connection with the transactions described hereinmarketing of the Shares, including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any compensation or reimbursement to consultants engaged in connection with the Escrow Agent for its services as suchroad show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and the pro rata cost of any aircraft chartered in connection with the road show; (jix) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the first paragraph of Section 1(d); and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (b) such Selling Shareholder will pay or cause to be paid all costs and expenses incident to the Companyperformance of such Selling Shareholder’s obligations hereunder that are not otherwise specifically provided for in this Section 6Section, including (i) any fees and expenses of counsel for such Selling Shareholders, and (ii) all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 8 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, and stock transfer taxes on resale of any of the public offering price of Shares by them, and any advertising expenses connected with any offers they may make. It is further understood that, notwithstanding the Units sold in the Offeringforegoing, less nothing herein shall affect any advances on such accountable expense allowance previously paid by agreement that the Company to you. Notwithstanding any other provision and the Selling Shareholders may make for the sharing or allocation of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closesuch costs or expenses.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement of the Company and the Selling Stockholders hereunder, including the following: (excluding fees i) the fees, disbursements and expenses of the Company's and the Selling Stockholders' counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youproducing any agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securitiesblue sky memoranda, closing documents (including any Blue Sky Memoranda, compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(e) hereof, including any transfer taxes payable thereon, (d) the reasonable fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fiv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NASDAQ; (gv) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined Shares; (vi) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, securing any required review by you to be necessary or desirable to effect the NASD of the terms of the sale of the Units Shares. The Company also will pay or cause to the public, be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any escrow arrangements in connection with the transactions described herein, including any compensation transfer agent or reimbursement to the Escrow Agent for its services as such, registrar; and (jiii) all other costs and expenses incident to the performance of its and the Company’s Selling Stockholders' respective obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, however, that except as provided in this Section, and Sections 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Closing DateShares by them. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 7 or 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all reasonable out-of pocket expenses of the public offering price of the Units sold Underwriters incurred in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeconnection herewith.

Payment of Expenses. Except as is expressly provided to The Company covenants and agrees with the contrary in Section 10 of this Agreement, Underwriters that the Company hereby agrees that it will pay all or cause to be paid the following, whether or not the transactions contemplated herein are completed: (i) the reasonable out-of-pocket expenses incurred by the Underwriters in connection with their engagement, including without limitation, outside counsel legal fees and expenses incident to the performance of its obligations under this Agreement (excluding such legal fees and expenses of counsel for you, except as specifically set forth belownot to exceed $100,000 in the aggregate), including marketing, syndication and travel expenses; (aii) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, obtaining all securities and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Unitsbank regulatory approvals, including any transfer taxes payable thereonrequired FINRA fees, including the filing fees incident thereto; (diii) the all fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid accountants in connection with the review registration of the Offering by FINRA, including filing fees Notes under the 1933 Act and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and other expenses in connection with the application for qualifying preparation, printing and filing of amendments and supplements thereto and the Units, Shares mailing and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers delivering of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units copies thereof to the public, Underwriters; (iiv) any escrow arrangements all expenses in connection with the transactions described hereinqualification of the Notes for offering and sale under state securities as provided in Section 3(d) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) the cost of printing or reproducing this Agreement, the Blue Sky survey, closing documents (including any compensation compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (vi) the fees and expenses of the Trustee, including fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (vii) the cost and charges of any transfer agent or reimbursement registrar; (viii) the costs and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with the Escrow Agent for its services as suchmarketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; (jix) any fees payable in connection with the rating of the Notes; (x) the fees and expenses incurred in connection with having the Notes eligible for clearance, settlement and trading through the facilities of DTC; and (xi) all other costs and expenses incident to the performance of the Company’s obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close4.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement of the Company hereunder, including the following: (excluding fees i) the fees, disbursements and expenses of the Company's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youproducing any Agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, survey; (fiv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gv) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined Shares (other than as shall have been specifically approved by you the Underwriters in writing to be necessary paid for by the Underwriters); (vi) any stock transfer taxes incurred in connection with this Agreement or desirable to effect the Offering; and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Units Shares. The Company also will pay or cause to the public, be paid: (i) the cost of preparing stock certificates representing the Shares; (ii) the cost and charges of any escrow arrangements in connection with transfer agent or registrar for the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jiii) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees and expenses of Underwriters' counsel, stock transfer taxes on resale of any of the public offering price of the Units sold in the OfferingShares by them, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers they may make.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated, (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementherewith), the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(f) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Nasdaq Global Market, ; (gvi) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements Road Show undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or reimbursement the Offering and (viii) the fees and expenses incident to the Escrow Agent performance of the obligations of the Representatives (including reasonable and documented fees and expenses of Underwriters’ Counsel); in an amount not to exceed $75,000 in the aggregate. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for its services as such, the Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Notes under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) the cost of producing the Indenture and the Notes; (v) the fees and expenses of the Trustee and any paying agent (including the fees and disbursements of any counsel to such parties); (vi) any fees charged by rating agencies for the rating of the Notes; (vii) all expenses in connection with the qualification of the Units Notes for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi5(a)(v) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (viii) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fix) all costs, fees, travel expenses of the Company’s officers and expenses employees and any other expense of the Company incurred in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Notes; and (x) any transfer taxes incurred in connection with the sale of the Units Notes under this Agreement. The Company also will pay or cause to be paid: (x) the public, (i) any escrow arrangements cost of preparing the Global Note in connection with registered form in respect of the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Notes; and (jy) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 8, 9 and 12 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Notes by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi5(a)(v) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with the attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Shares; (viii) any stock transfer taxes incurred in connection with the sale of the Units Shares under this Agreement; and (ix) the fees of the Custodian and other fees and expenses related to the public, offering of Shares by the Selling Shareholders. The Company also will pay or cause to be paid: (ix) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any escrow arrangements in connection with transfer agent or registrar for the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 8, 9 and 13 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public Shares by them. The Selling Shareholders will pay all fees and expenses related to the offering price of the Units Shares to be sold in by them, including (i) the Offeringfees and disbursements of their counsel, less if any, and (ii) any advances on such accountable expense allowance previously paid by applicable stock transfer, stamp duties or other taxes related to the sale of their Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company to you. Notwithstanding any other provision and the Selling Shareholders may make for the sharing or allocation of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you such costs and none of your expenses will be reimbursed in the event that the Offering does not closeexpenses.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its the obligations under this Agreement (excluding fees of the Company and expenses of counsel for youthe Selling Stockholders, except as specifically set forth below)the case may be, hereunder, including the following: (ai) all expenses in connection with the preparationpreparation by the Company, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers prior to or during the period specified in paragraph 4(a)(iv) above but not exceeding nine months after the effective date of the Registration Statement; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(a)(vi) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, however, that except as provided in this Section, and Sections 7, 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and share transfer taxes on resale of any of the Closing DateShares by them. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 6 or 12(b) hereof, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all out-of pocket expenses of the public offering price Underwriters (including but not limited to fees and disbursements of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement counsel to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually Underwriters) incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeconnection herewith.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will agree to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agreement and any instruments relating to agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoing, (cShares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(a)(vi) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) any filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by FINRA of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying Shares on Nasdaq; (vii) all travel expenses of the Units, Shares Company's officers and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s employees and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 8, 9 and 12 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statements, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company’s obligations hereunder that are not otherwise specifically 's accountants and counsel), the underwriting documents (including this Agreement, the Agreement Among Underwriters and the Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws, including the costs of printing and mailing a preliminary and final "Blue Sky Memorandum" and the fees of counsel in connection therewith and such counsel's disbursements in relation thereto, (iv) listing the Shares on the NYSE, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc. (the "NASD"), (vi) the cost of printing certificates representing the Shares and (vii) the cost and charges of any transfer agent or registrar; provided, however, except as provided for in this Section 6. In addition11, on the Closing Date, that the Company will pay International Assets Advisoryshall have no obligation to reimburse the Underwriters for (a) fees, LLC an accountable expense allowance not disbursements and out-of-pocket expenses of counsel for the Underwriters or the Underwriters other than pursuant to exceed one percent clause (1.0%iii) of above or (b) expenses in connection with the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid that are customarily borne by the Company to you. Notwithstanding any other provision underwriters in public offerings of this Agreement to the contrary, the expense allowance shall not exceed the amount securities of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closereal estate investment trusts.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus Prospectus, any Written Testing-the-Waters Communication and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses (up to $5,000 in the aggregate) in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(f) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification (or offering) and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters (up to $20,000 in the aggregate) in connection with, securing any required review by FINRA of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying Shares on NASDAQ; (vii) all travel expenses of the Units, Shares Company’s officers and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s employees and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary Shares; (viii) the preparation, printing and distribution of one or desirable to effect the sale more versions of the Units to Pricing Prospectus and the publicProspectus for distribution in Canada, including in the form of a Canadian “wrapper”; and (iix) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares and (j) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 6, 8, 9, 11 and 12 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel and stock transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as [Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay or cause to be paid all fees and expenses incident to the performance of its obligations under this Agreement Agreement, including (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and the preparation, printing Company’s accountants in connection with the registration and delivery of the Ordinary Shares and the ADSs under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this AgreementADS Registration Statement, the certificates representing the SecuritiesExchange Act Registration Statement, any Blue Sky Memorandapreliminary prospectus, the Final Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and any instruments relating amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (cii) all costs and expenses related to the issuance transfer and delivery of the UnitsOffered Shares and the ADSs to the Underwriters, including any transfer or other taxes payable thereon, (diii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Offered Shares or the ADSs under state securities laws and all expenses in connection with the qualification of the Offered Shares and the ADSs for offer and sale under state securities laws as provided in subsection (vi) of this Section, including filing fees, reasonable fees and disbursements of counsel for the Company’s counsel Underwriters in connection with such qualification and accountantsin connection with the Blue Sky or Legal Investment memorandum, (eiv) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any all filing fee paid fees in connection with the review and qualification of the Offering offering of the Shares by FINRA, including filing fees (v) all costs and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied expenses incident to you by counsel for listing the CompanyADSs on NASDAQ, (fvi) all coststhe cost of preparing and printing certificates representing the Offered Shares or the ADSs, fees(vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the application for qualifying marketing of the Unitsoffering of the ADSs, Shares including, without limitation, travel, meals and Warrants for quotation on lodging expenses of the NASDAQ Capital Marketrepresentatives and officers of the Company, provided that the Underwriters shall bear (ix) all out-of-pocket expenses incurred by them relating to the road show, (gx) the transfer agent’s fees and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers disbursements of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units counsel to the publicUnderwriters, (i) any escrow arrangements including fees and disbursements incurred in connection with the transactions described hereinreview and qualification of the offering of the Shares by FINRA, including any compensation or reimbursement to (xi) the Escrow Agent for its services as such, document production charges and expenses associated with printing this Agreement and (jxii) all other costs and expenses incident to the performance of the Company’s obligations of the Company hereunder that are for which provision is not otherwise specifically provided for made in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.Section.]1

Payment of Expenses. Except as is expressly provided (a) The Transaction Entities jointly and severally agree to pay or cause to be paid the contrary in Section 10 of this Agreementfollowing: (i) the fees, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and exhibits), as originally filed and as amended, the Prospectus and any amendments or and supplements thereto, in each case, be reasonably requested for use in connection with the offering and sale of the Shares, and the cost mailing and delivering of furnishing copies thereof to you, the Sales Agents; (bii) costs incident to the preparation, printing, and distribution delivery of this Agreement or any Terms Agreement, the certificates representing the Securities, any Blue Sky (including related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including any compilations thereof) and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsShares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the Exchange; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer taxes payable thereon, agent or registrar or any dividend distribution agent; (dviii) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, ; and (jix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 6. In addition, on the Closing Date7 and Section 9 hereof, the Company Agent will pay International Assets Advisoryall of its own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of its counsel, transfer taxes on resale of any of the public offering price of the Units sold in the OfferingShares by it, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers it may make.

Payment of Expenses. Except as Whether or not the transactions -------------------- contemplated hereunder are consummated or this Agreement becomes effective or is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all costs, fees and expenses incident to incurred in connection with the performance of its the Company's and the Selling Stockholders' obligations under this Agreement (excluding fees hereunder and expenses of counsel for you, except as specifically set forth below)in connection with the transactions contemplated hereby, including (a) without limiting the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any generality of the foregoing, : (ci) all expenses incident to the issuance and delivery of the UnitsCommon Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Common Stock, (iii) all necessary issue, transfer and other taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of counsel and independent accountants of the Company, (v) all costs and expenses incurred in connection with the printing, filing, shipping and distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, this Agreement, the Agreement Among Underwriters, the Master Selected Dealers Agreement, the Underwriters' Questionnaire, the Underwriters' Power of Attorney, the Preliminary and the Final Blue Sky Memoranda, (vi) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under state Blue Sky laws, (vii) all fees of the NASD and any fees and expenses relating to the inclusion of the Common Shares on the Nasdaq National Market or other securities exchange or stock market, and (viii) all other fees, costs and expenses referred to in Item 13 of the Registration Statement. Except as provided in Section 5, Section 7 and Section 9 hereof, the Underwriters shall pay all of their own expenses, including any transfer taxes payable thereon, (d) the fees and disbursements of their counsel (excluding those relating to qualification, registration or exemption under the Company’s counsel securities and accountants, (e) Blue Sky laws and the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied referred to you by counsel for above). Notwithstanding the Companyforegoing, (f) the Non-Affiliate Selling Stockholders shall pay all underwriting discounts and commissions with respect to the sale of their Common Shares and all costs, fees, fees and expenses in connection with the application for qualifying the Unitsof their legal counsel, Shares including, without limitation, such fees that arise due to preparation and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in review of the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the publicProspectus, (i) any escrow arrangements in connection with the transactions described hereinpreliminary prospectus, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you the Custody Agreement and none of your expenses will be reimbursed in the event that the Offering does not closeopinions and certificates contemplated hereby or thereby.

Payment of Expenses. Except as The Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated hereby are consummated or this Agreement is expressly provided terminated: (a) the costs incident to the contrary authorization, issuance, sale, preparation and delivery of the Units to the Purchasers and any taxes payable in Section 10 that connection; (b) the costs incident to the Registration of this Agreementthe Units under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, the Company hereby agrees that it will pay all Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing any transaction document by mail, overnight courier or other means of communications; (d) subject to the limit set forth in (i) below, the reasonable and documented fees and expenses incident to the performance of its obligations under this Agreement (excluding including related fees and expenses of counsel for youto the Placement Agent) incurred in connection with securing any required review by FINRA of the terms of the sale of the Units and any filings made with FINRA; (e) any applicable listing, except as specifically quotation or other fees; (f) subject to the limit set forth in (i) below), the reasonable and documented fees and expenses (including (arelated fees and expenses of counsel to the Placement Agent) of qualifying the preparationUnits under the securities laws of the several jurisdictions as provided in Section 5.9 hereof and of preparing, printing and filing of the Registration Statement distributing wrappers, Blue Sky Memoranda; (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and g) the cost of furnishing copies thereof to you, preparing and printing stock certificates; (bh) the preparation, printing, all fees and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any expenses of the foregoing, (c) the issuance registrar and delivery transfer agent of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Warrants; (i) the reasonable and documented fees, disbursements and expenses of counsel to the Placement Agent not to exceed, along with any escrow arrangements fees and expenses incurred in connection with the transactions described herein(d) and (f) above, including any compensation or reimbursement to the Escrow Agent for its services as such, $40,000.00 and (j) all other costs and expenses incident to the offering of the Units or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s obligations hereunder that are not counsel and the Company’s independent accountants and the travel and other reasonable, documented expenses incurred by Company personnel in connection with any “road show” including, without limitation, any expenses advanced by the Placement Agent on the Company’s behalf (which will be promptly reimbursed) and any stock transfer taxes incurred in connection with the transfer of securities from the Company to the Purchasers); provided that, except to the extent otherwise specifically provided for in this Section 6. In addition, on the Closing Date6 and in Sections 8 and 10 hereof, the Company will Placement Agent shall pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you its own costs and none of your expenses will be reimbursed in the event that the Offering does not closeexpenses.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the The Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)Agreement, including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (bi) the preparation, printing, delivery to the Underwriters and distribution filing of the Registration Statement, any Issuer Free Writing Prospectus, the preliminary prospectus and the Prospectus as originally filed and of each amendment or supplement thereto, (ii) the copying of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (ciii) the preparation, issuance and delivery of the Unitscertificates for the Depositary Shares to the Underwriters, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Shares, the sale of the Depositary Shares to the Underwriters and the fees and expenses of any transfer taxes payable thereonagent or trustee for the Shares, (div) the fees and expenses of counsel to any such transfer agent or trustee, (v) the fees and disbursements of the Company’s counsel and accountants, (evi) the qualification of the Units Shares under applicable state securities laws in accordance with the provisions of Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA5(e), including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Memoranda supplied Survey, (vii) the printing and delivery to you the Underwriters of copies of any Blue Sky Survey, (viii) the fees of FINRA (including the fees and expenses of Xxxxxxx, Sachs & Co. acting as “qualified independent underwriter” within the meaning of FINRA Rule 5121), (ix) the fees and expenses, including legal fees and expenses, of the Independent Underwriter (which will be paid from the underwriting syndicate account), (x) any fees charged by counsel rating agencies for the Company, (f) all costs, feesrating of the Depositary Shares, and (xi) the fees and expenses of any depository and any nominee thereof in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Depositary Shares. If the sale of the Units Depositary Shares provided for herein is not consummated because any condition to the publicobligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (iincluding reasonable fees and disbursements of counsel) any escrow arrangements that shall have been incurred by them in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, proposed purchase and (j) all other costs and expenses incident to the performance sale of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6Depositary Shares. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.NY2-739605

Payment of Expenses. Except as is expressly provided to The Company covenants and agrees with the contrary in Section 10 of several Underwriters that, whether or not the transactions contemplated by this AgreementAgreement are consummated, the Company hereby agrees that it will pay or cause to be paid all fees and expenses incident to the performance of its obligations under this Agreement Agreement, including (excluding fees i) the fees, disbursements and expenses of counsel for youthe Company’s counsel, except as specifically set forth below), including accountants and other advisors; (aii) filing fees and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedthe Preliminary Prospectus, the Prospectus and any the General Disclosure Package and amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of printing or producing this Agreement, the certificates representing Offered Notes, the SecuritiesIndenture, closing documents (including any Blue Sky Memorandacompilations thereof) and such other documents as may be required in connection with the offering, and any instruments relating to any of the foregoingpurchase, (c) the issuance sale and delivery of the Units, including any transfer taxes payable thereon, Offered Notes; (div) the fees and disbursements of the Company’s counsel and accountants, (e) all expenses in connection with the qualification of the Units Offered Notes for offering and sale under applicable state securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRAlaws, including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith with such qualification and in connection with any the Blue Sky Memoranda supplied to you by survey; (v) all fees and expenses in connection with listing the Offered Notes on the Nasdaq Global Select Market; (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by FINRA of the terms of the sale of the Offered Notes; (fvii) all costs, fees, fees and expenses in connection with the application for qualifying preparation, issuance and delivery of the Unitscertificates representing the Offered Notes to the Underwriters, Shares including any stock or other transfer taxes and Warrants for quotation on any stamp or other duties payable upon the NASDAQ Capital Marketsale, issuance or delivery of the Notes to the Underwriters; (gviii) the cost and charges of the Trustee, including in its capacity as transfer agent’s agent and registrar’s fees, if anyregistrar for the Offered Notes, and all miscellaneous any paying agent for the Offered Notes; (ix) the transportation, roadshow and other expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings in connection with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Offered Notes; and (jix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6Section. In addition, on On or prior to the First Closing Date, the Company will shall pay International Assets Advisoryall reasonable out-of-pocket legal, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offeringaccounting and other fees, less any advances on such accountable expense allowance previously paid expenses and costs incurred by the Company to you. Notwithstanding any other provision of Underwriters in connection with the transactions contemplated by this Agreement up to the contrary, the expense allowance shall not exceed the amount an aggregate of accountable expenses actually incurred. If the advances previously paid by $25,000 and for which the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Companyhas been provided reasonably detailed statements. Except as otherwise set forth provided in this Section 10 5, Section 6 (the “Reimbursement of this AgreementUnderwriters’ Expenses”) and Section 7 (“Indemnification”) hereof, no selling commissions will be paid to you the Underwriters shall pay their own expenses, including the fees and none disbursements of your expenses will be reimbursed in the event that the Offering does not closetheir counsel.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the The Company hereby agrees that it will pay all costs, expenses, fees and expenses incident to the performance of its obligations under this Agreement taxes in connection with (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a1) the preparation, printing preparation and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany preliminary prospectus, the General Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the cost printing and furnishing of furnishing copies of each thereof to youthe Underwriters and, as applicable, to dealers, investors and prospective investors (including costs of mailing and shipment), (b2) the preparationregistration, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance issue and delivery of the Units, including any transfer taxes payable thereonOffered Securities, (d3) the qualification of the Offered Securities for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Representatives designate and the preparation, printing and furnishing to the Underwriters of memoranda relating thereto (including the fees and disbursements of counsel to the Underwriters in connection therewith), (4) the listing of the Offered Securities on the NASDAQ and any other applicable national and foreign exchanges, (5) any registration of the Offered Securities under the Exchange Act, (6) any filing for review of the public offering of the Offered Securities by FINRA, (7) the fees and disbursements of any transfer agent or registrar for the Company’s counsel and accountantsOffered Securities, (e) 8) the qualification costs and expenses of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Company relating to presentations or meetings undertaken in connection with the review marketing of the Offering by FINRAoffering and sale of the Offered Securities to prospective investors, including filing including, without limitation, expenses associated with the production of road show slides and graphics, fees and fees and disbursements made in connection therewith and in connection with expenses of any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses consultants engaged in connection with the application for qualifying the Unitsroad show presentations, Shares travel, lodging and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous other expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the officers of the Company, and any such consultants, (9) the fees and disbursements of counsel to the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you Company’s independent registered public accounting firm, (10) the fees and disbursements of counsel to be necessary or desirable to effect the sale Underwriters not exceeding $177,500, (11) the fees and expenses of the Units to Underwriters incurred for the public, offering of the Offered Securities as contemplated hereunder (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services road show expenses but excluding any underwriter counsel fees as suchprovided in sub-clause (10) above), which shall not exceed $40,000 and (j12) all other costs and expenses incident to the performance of the Company’s other obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closehereunder.

Payment of Expenses. Except as Whether or not the transactions contemplated ------------------- in this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all financial statements and exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company’s obligations hereunder that are not otherwise specifically provided for 's accountants and counsel and advisors), the underwriting documents (including this Agreement and the Agreement Among Underwriters) all other documents related to the public offering of the Shares (including those supplied to the Underwriters in this Section 6. In additionquantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes or duties payable in connection with the transfer and delivery of the Shares to the Underwriters, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws, including, if applicable, the costs of printing and mailing a preliminary and final "Blue Sky Survey" and any supplements thereto and the filing fees and reasonable fees of the Underwriters' Counsel, and such counsel's reasonable disbursements in relation thereto, (iv) listing the Shares on the Closing DateNasdaq National Market, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc. and the reasonable fees and disbursements of the Underwriters' Counsel in connection with the review by the NASD of the terms of the sale of the Shares, (vi) the cost of preparing, printing, and delivering certificates representing the Shares, and (vii) the fees and expenses of any transfer agent or registrar. Notwithstanding the foregoing, the Company will shall not be obligated to pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) any of the public offering price following expenses in connection with the transactions contemplated hereby (except as provided in Section 11(d) or elsewhere herein): (A) any transfer or other taxes or duties payable in connection with any subsequent transfers of the Units sold Shares from the Underwriters to third parties, (B) except for fees of the Underwriters' Counsel in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contraryconnection with Blue Sky and NASD matters as ser forth in clauses (iii) and (v) above, the expense allowance shall not exceed fees and expenses of the amount Underwriters' Counsel, and (C) any advertising expenses of accountable expenses actually incurred. If the advances previously paid by Underwriters in connection with the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closetransactions contemplated hereby.

Payment of Expenses. Except as is expressly provided to (a) The Company covenants and agrees with the contrary in Section 10 of this Agreement, several Underwriters that the Company hereby agrees that it will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any amendments Agreement Among Underwriters, this Agreement, the Blue Sky survey (if any) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) the cost of copying or supplements theretodistributing the Blue Sky memorandum (if any), closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires and powers of attorney) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the costs or expenses of any transfer agent or registrar; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid aircraft chartered in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, road show; and (jx) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeSection.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementherewith), the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationreasonable and documented fees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(g) hereof, including the reasonable and documented fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares on Nasdaq and Warrants for quotation on the NASDAQ Capital Market, with any filings required to be made with FINRA; (gvi) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements Road Show undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or reimbursement the Offering; and (viii) the fees and expenses incident to the Escrow Agent performance of the obligations of the Representative (including reasonable and documented fees, disbursements and expenses of counsel for its services as suchthe Underwriters) in an amount not to exceed $125,000 without the Company’s consent, not to be unreasonably withheld, not including any fees, disbursements and expenses in (v) above. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (jz) all other reasonable costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, the The Company hereby agrees that it will pay all or cause to be paid the following: (i) the costs, expenses, fees and expenses incident to taxes in connection with the performance registration, issue, sale and delivery of its obligations under this Agreement (excluding fees the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amended, the any Statutory Prospectus and amendments and supplements thereto and any amendments or supplements thereto, Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of furnishing copies thereof to youprinting or producing any agreement among Underwriters, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any instruments relating to any other documents in connection with the offering, purchase, sale and delivery of the foregoingSecurities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (civ) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the costs of preparation, issuance and delivery of the Units, including Securities; (vii) the fees and expenses of the Trustee and any transfer taxes payable thereon, of its agents; (dviii) the fees and disbursements of counsel for the Company’s counsel and accountants, Trustee; (eix) the qualification of reasonable and documented costs and expenses incurred by the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and Underwriters in connection with any Blue Sky Memoranda supplied “non-deal road show” or any pre-marketing presentation to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, potential investors; and (jx) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 6. In addition, on the Closing Dateand Sections 8 and 10 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, transfer taxes on resale of any of the public offering price of the Units sold in the OfferingSecurities by them, less and any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding advertising expenses connected with any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeoffers they may make.

Payment of Expenses. Except as is expressly provided The Company agrees with each Underwriter to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all expenses, fees and expenses incident to taxes (other than any transfer taxes incurred by the performance Underwriters for the resale of its obligations the Shares and, except as set forth under this Agreement Section 7 hereof and (excluding iv) and (vi) below, fees and expenses disbursements of counsel for youthe Underwriters, except as specifically set forth below)such transfer taxes, including counsel fees and disbursements to be paid by the Underwriters) in connection with (ai) the preparation, printing preparation and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedeach Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the cost printing and furnishing of furnishing copies of each thereof to youthe Underwriters and to dealers (including costs of mailing and shipment), (bii) all air travel-related expenses incurred by the Company and the Underwriters and all hotel expenses attributable to the Company, in each case, in connection with any meetings with prospective investors in the Shares, (iii) the preparationissuance, printingsale and delivery of the Shares by the Company, and distribution (iv) the word processing and/or printing of this Agreement, the certificates representing the Securitiesany Agreement Among Underwriters, any Blue Sky Memorandadealer agreements, any Statements of Information, the Letter of Instruction and any instruments relating the reproduction and/or printing and furnishing of copies of each thereof to any the Underwriters and to dealers (including costs of the foregoingmailing and shipment), (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (ev) the qualification of the Units Shares for offering and sale under applicable securities state laws in accordance with Section 5(a)(vi) and the determination of this Agreement their eligibility for investment under state law as aforesaid (including the reasonable legal fees and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees other disbursements of counsel to the Underwriters) and disbursements made in connection therewith the printing and in connection with furnishing of copies of any Blue Sky Memoranda supplied blue sky surveys or legal investment surveys to you by counsel for the CompanyUnderwriters and to dealers, (fvi) all costs, fees, and expenses in connection with the application for qualifying listing of the Units, Shares and Warrants for quotation on the NASDAQ Capital MarketNYSE, (gvii) the transfer agent’s and registrar’s feesfiling, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers for review of the Units reasonably determined by you to be necessary or desirable to effect the sale public offering of the Units Shares by FINRA (including the reasonable legal fees and filing fees and other disbursements of counsel to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as suchUnderwriters), and (jviii) all other costs and expenses incident to the performance of the Company’s other obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closehereunder.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementhereof, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationreasonable and documented fees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(g) hereof, including the reasonable and documented fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares on Nasdaq and Warrants for quotation on the NASDAQ Capital Market, with any filings required to be made with FINRA; (gvi) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements Road Show undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the Road Show presentations; (vii) any stock transfer taxes incurred in connection with this Agreement or reimbursement the Offering; and (viii) the fees and expenses incident to the Escrow Agent performance of the obligations of the Underwriters (including reasonable and documented fees, disbursements and expenses of counsel for its services as suchthe Underwriters) in an amount not to exceed $150,000; provided that if the Offering is not consummated or this Agreement is terminated, the Company’s obligation to reimburse the expenses under this Section 6(viii) will not exceed $75,000. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (jz) all other reasonable costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectuses are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Base Prospectuses, the Pricing Prospectuses, the Prospectuses, any Issuer Free Writing Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to youthe Underwriters, Sub-Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountants, (e) accountants in connection with the qualification of the Units Shares under applicable securities laws in accordance with Section 5(a)(viCanadian Securities Laws, the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any filing fee paid agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the review Offering; (iv) all expenses in connection with the qualification of the Offering by FINRAShares for offering and sale under United States state securities, or “blue sky”, laws as provided in Section 4(f) hereof, including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith with such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the reasonable fees and disbursements of counsel for the Company, Underwriters in connection with compliance with the rules and regulations of FINRA in connection with the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, TSX and Nasdaq; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you Shares; and (viii) any transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be necessary paid: (a) the cost of preparing certificates representing the Shares; (b) the cost and charges of any transfer agent or desirable to effect registrar for the sale Shares; (c) the costs and expenses of the Units to Underwriters, including the publicfees of their counsel, (i) any escrow arrangements experts or consultants retained by them and other out of pocket expenses incurred by them in connection with the transactions described hereincontemplated by this Agreement, including any compensation or reimbursement up to the Escrow Agent for its services as such, an aggregate of US$150,000; and (jd) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, however, that except as provided in Sections 7, 8 and 11 hereof, the Underwriters will pay their own costs and expenses (as more fully described above) in excess of an aggregate of US$150,000, and transfer taxes on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) resale of any of the public offering price of Shares by them, in connection with the Units sold in the Offering, less any advances on such accountable expense allowance previously paid transactions contemplated by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to (a) Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company and the Selling Shareholders hereby agrees that it will agree to pay all fees costs and expenses incident to the performance of its their obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agreement and any instruments relating to agreement among underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoing, (cShares for offering and sale under state securities or blue sky laws as provided in Section 5(a)(v) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the reasonable fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE; (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; (iviii) any escrow arrangements share transfer taxes incurred in connection with this Agreement or the transactions described herein, including any compensation or reimbursement Offering; and (ix) the fees of the Custodian and other fees and expenses related to the Escrow Agent offering of the Shares by the Selling Shareholders. The Company also will pay or cause to be paid: (x) the cost of preparing share certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for its services as such, the Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In additionIt is understood, on the Closing Datehowever, that except as provided in this Section, and Sections 8, 9 and 13 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees and costs of their counsel and share transfer taxes on resale of any of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closethem.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is expressly provided terminated (provided, however, the Company shall have no obligation to the contrary in reimburse any defaulting Underwriter pursuant to Section 10 of this Agreementherewith, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationreasonable and documented fees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(f) hereof, including the reasonable and documented fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification or offering and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, blue sky survey; (fv) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares on Nasdaq and Warrants for quotation on the NASDAQ Capital Market, with any filings required to be made with FINRA; (gvi) the transfer agent’s costs and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by of the Company and its representatives relating to meetings with and investor presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) on any escrow arrangements Road Show undertaken in connection with the transactions described hereinmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any compensation consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or reimbursement the Offering; and (viii) the fees and expenses incident to the Escrow Agent performance of the obligations of the Representatives (including reasonable and documented fees, disbursements and expenses of counsel for its services as suchthe Underwriters) in an amount not to exceed $100,000, not including any fees, disbursements and expenses in (v) above. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (jz) all other reasonable costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below), including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you cause to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) paid all other costs and expenses incident to the performance of the Company’s obligations hereunder that are of the Company under this Agreement, including but not otherwise specifically provided for in this Section 6. In additionlimited to costs and expenses of or relating to (i) the preparation, on printing, filing, delivery, and shipping (including costs of mailing) of the Closing DateRegistration Statement (including each pre- and post-effective amendment thereto) and exhibits thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) all filing fees and fees and disbursements of the Placement Agents’ counsel incurred in connection with the registration or qualification of the Shares for offering and sale by the Company will pay International Assets Advisoryunder the state securities or blue sky laws of such jurisdictions designated pursuant to Section 4(h), LLC an accountable expense allowance not (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) fees, disbursements and other charges of counsel to exceed one percent the Company, (1.0%vi) if applicable, the filing fees of the NASD in connection with its review of the terms of the public offering price and reasonable fees and disbursements of counsel for the Placement Agents in connection with such review (including all COBRAdesk fees), (vii) listing fees, if any, for the quotation of the Units sold Common Stock on the Nasdaq National Market, (viii) fees and disbursements of the Auditors incurred in delivering the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth letter(s) described in Section 10 6(h) of this Agreement, no selling commissions will be paid and (ix) the costs and expenses of the Company and the Placement Agents in connection with the marketing of the offering and the sale of the Shares to you prospective investors related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and none graphics, fees and expenses of your any consultants engaged with the consent of the Company in connection with the road show presentations, and travel, lodging and other expenses will be reimbursed incurred by the officers of the Company and any such consultants (but not the Placement Agents). It is understood, however, that except as provided in this Section 5, Section 7 entitled “Indemnification and Contribution” and Section 9(b), the event that Placement Agents shall pay all of their own expenses, including the Offering does not closefees and disbursements of its counsel.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements Statement, any Preliminary Prospectus and exhibits), as originally filed and as amended, the Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountantsaccountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (eincluding any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Units Shares for offering and sale under applicable state or foreign securities or blue sky laws as provided in accordance with Section 5(a)(vi4(e) hereof, including the fees and disbursements of this Agreement and any filing fee paid counsel for the Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by the NASD of the terms of the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NASDAQ; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; (iviii) any escrow arrangements stock transfer taxes incurred in connection with this Agreement or the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Offering; and (jix) the fees and expenses of the QIU. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Closing DateShares by them. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 6 or 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) all out-of pocket expenses of the public offering price Underwriters (including but not limited to fees and disbursements of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement counsel to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually Underwriters) incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeconnection herewith.

Payment of Expenses. Except as (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will pay or cause to be paid all fees costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under this Agreement the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (excluding including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the reasonable fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for you, except as specifically set forth belowthe Underwriters), including ; (av) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, preparing stock certificates; (bvi) the preparation, printing, costs and distribution charges of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, transfer agent and any instruments relating to any of the foregoing, registrar; (cvii) the issuance all expenses and delivery of the Units, including any transfer taxes payable thereon, (d) the application fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and incurred in connection with any Blue Sky Memoranda supplied to you by filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Company, Underwriters); (fviii) all costs, fees, expenses and application fees related to the listing and quotation of the Shares on the Nasdaq; and (ix) all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect Shares, and expenses associated with any “road show” presentation; provided that, except as provided in this Section 11, the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described hereinUnderwriters shall pay their own costs and expenses, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other without limitation costs and expenses incident to the performance of their counsel, any transfer taxes on subsequent sales of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In additionShares by the Underwriters (other than any sales hereunder), on and the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) expenses of advertising any offering of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid Shares made by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeUnderwriters.

Payment of Expenses. Except as is expressly provided to the contrary in Section 10 of this Agreement, The Company covenants and agrees with each Agent that the Company hereby agrees that it will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding i) the fees and expenses of the Company's counsel for you, except as specifically set forth below), including (a) and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Basic Prospectus, the Prospectus and any Pricing Supplement and all other amendments or and supplements theretothereto and the mailing and delivering of copies thereof to such Agent; (ii) the fees and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and the continuing advice and services of such counsel in connection with the transactions contemplated hereunder; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of preparing by word processor or reproducing this Agreement, the certificates representing the Securitiesany Terms Agreement, any Indenture, any Blue Sky Memoranda, and legal investment surveys and any instruments relating to any of other documents in connection with the foregoingoffering, (c) the issuance purchase, sale and delivery of the UnitsSecurities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of preparing the Securities; (viii) the fees and expenses of any Trustee and any agent of any Trustee and any transfer taxes payable thereon, (d) or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with any Indenture and the Company’s counsel and accountants, Securities; (eix) the qualification out-of-pocket expenses of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Agents incurred in connection with the review implementation of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel program for the Company, (f) all costs, fees, offer and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Securities; and (jx) all other costs and expenses incident to the performance of the Company’s 's obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the CompanySection. Except as otherwise set forth provided in Section 10 of this AgreementSections 7 and 8 hereof, no selling commissions will be paid to you and none of your each Agent shall pay all other expenses will be reimbursed in the event that the Offering does not closeit incurs.

Payment of Expenses. Except Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective or is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholders agree in such proportions as is expressly provided they may agree upon among themselves to pay all costs, fees and expenses incurred in connection with the Company's performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, (i) all expenses incident to the contrary issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Stock, (iii) all necessary issue, transfer and other stamp taxes in Section 10 connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company's counsel and the Company's independent accountants, including, without limitation, the independent accountants of any of the Company's Subsidiaries, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, this Agreement, the Agreement Among Underwriters, the Selected Dealers Agreement, the Underwriters' Questionnaire, the Underwriters' Power of Attorney and the Blue Sky memorandum, (vi) all filing fees, attorneys' fees and expenses incurred by the Company hereby agrees that it or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the Blue Sky laws, (vii) the filing fee of the National Association of Securities Dealers, Inc., and (viii) all other fees, costs and expenses referred to in Item 14 of the Registration Statement. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Shareholders. Except as provided in this Section 7, Section 9 and Section 11 hereof, the Underwriters shall pay all of their own expenses, including the fees and disbursements of their counsel (excluding those relating to qualification, registration or exemption under the Blue Sky laws and the Blue Sky memorandum referred to above). The Selling Shareholders will pay (directly or by reimbursement) all fees and expenses incident to the performance of its their obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to (excluding i) any fees and expenses of counsel for you, except as specifically set forth below), including such Selling Shareholders; (aii) the preparation, printing any fees and filing expenses of the Registration Statement Agent; and (including financial statements iii) all expenses and exhibits), as originally filed and as amended, taxes incident to the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance sale and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Common Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units sold by such Selling Shareholders to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeUnderwriters hereunder.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectuses are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Base Prospectuses, the Pricing Prospectuses, the Prospectuses, any Issuer Free Writing Prospectus and any and all amendments or and supplements thereto, thereto and the cost mailing and delivering of furnishing copies thereof to youthe Underwriters, Sub-Underwriters and dealers; (bii) the preparationfees, printing, disbursements and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements expenses of the Company’s counsel and accountants, (e) accountants in connection with the qualification of the Units Shares under applicable securities laws in accordance with Section 5(a)(viCanadian Securities Laws, the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any filing fee paid agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the review Offering; (iv) all expenses in connection with the qualification of the Offering by FINRAShares for offering and sale under United States state securities, or “blue sky”, laws as provided in Section 4(f) hereof, including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith with such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the reasonable fees and disbursements of counsel for the Company, Underwriters in connection with compliance with the rules and regulations of FINRA in connection with the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, TSX and Nasdaq; (gvii) all travel expenses of the transfer agentCompany’s officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, Shares; and (iviii) any escrow arrangements transfer taxes incurred in connection with this Agreement or the transactions described herein, including Offering. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Shares; (y) the cost and charges of any compensation transfer agent or reimbursement to registrar for the Escrow Agent for its services as such, Shares; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In additionIt is understood, on the Closing Datehowever, that except as provided in Sections 7, 8 and 11 hereof, the Company Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the fees of their counsel, and any experts or consultants retained by them, and transfer taxes on resale of any of the public offering price of Shares by them, in connection with the Units sold in the Offering, less any advances on such accountable expense allowance previously paid transactions contemplated by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to The Company covenants and agrees with the contrary in Section 10 of this Agreement, several Underwriters that (a) the Company hereby agrees that it will pay all fees and expenses incident or cause to be paid the performance of its obligations under this Agreement following: (excluding fees i) the fees, disbursements and expenses of the Company’s counsel for youand accountants in connection with the registration of the ADSs under the Act (including all fees, except as specifically set forth below)disbursements and expenses of the Company’s counsel associated with the review and approval of the Offering by Indian federal, including (acentral, state and local authorities) and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements statements, exhibits, schedules, consents and certificates of experts), the ADS Registration Statement (including exhibits), as originally filed and as amendedany preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, any Permitted Free Writing Prospectus and any amendments or and supplements thereto, including all printing, graphic and document production and translation costs associated therewith, and the mailing and delivering of copies thereof to its shareholders or to the Underwriters and dealers, as the case may be, including any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors; (ii) the cost of preparing, printing, producing, filing and delivering any Agreement among Underwriters, this Agreement, the Deposit Agreement, the Blue Sky Memorandum, closing documents (including compilations thereof) and any other documents in connection with the Offering, purchase, sale and delivery of the ADSs; (iii) all expenses in connection with the qualification or registration (or of obtaining exemptions from the qualification and registration) of the ADSs for offering and sale under U.S. state securities laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky surveys; (iv) the filing fees incident to securing any required review by the NASD of the terms of the sale of the ADSs; (v) the fees and expenses incurred in connection with admitting the ADSs for clearance and settlement on the facilities of DTC; (vi) all expenses, including the cost of printing or producing any non-U.S. legal investment memorandum, in connection with the qualification of the ADSs for offer and sale under foreign (non-U.S. federal or state) securities laws; (vii) the preparation, issuance and delivery of the ADR certificates evidencing ADSs to the Underwriters, including any stamp, transfer or other taxes payable thereon, and in connection with the sale of the ADSs by the Underwriters to the initial purchasers thereof in the manner contemplated under this Agreement, including, in any such case under this Agreement, any income, capital gains, withholding, transfer or other tax asserted against an Underwriter by reason of the purchase and sale of an ADS or Share pursuant to this Agreement; (viii) the fees and expenses (including fees and disbursements of counsel), if any, of the Depositary and the Indian Domestic Custodian appointed under the Deposit Agreement; (ix) the fees and expenses of the Authorized Agent (as defined in Section 15 hereof), if any; (x) all fees and expenses in connection with listing the ADSs on the NYSE; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the ADSs made by the Underwriters caused by a breach of the representation contained in Section 1(viii) hereof; (xii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares and the ADSs made by the Underwriters caused by a breach of representation contained in Section 1(ii) hereof; (xiii) all costs and expenses relating to investor presentations on any “road show” and electronic roadshow undertaken in connection with the marketing of the Offering, including, without limitation, cost of road show venues, within city local conveyance, meals, lodging expenses, and other related expenses incurred by members of the Company’s management, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid aircraft chartered in connection with the review of road show, if applicable (“Roadshow Expenses”); provided that the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Company, (f) all costs, fees, Underwriters will pay their own costs and expenses in connection with the application for qualifying the Units, Shares any such “road show” and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if anyelectronic roadshow, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance a portion of the Company’s obligations hereunder that expenses relating to the Offering not to exceed $[ ], and the fees, disbursements and expenses of the Underwriters’ counsel. If, however, the transactions contemplated in this Agreement are not otherwise specifically provided for in consummated or this Section 6. In addition, on the Closing DateAgreement is terminated, the Company will covenants and agrees with the several Underwriters to pay International Assets Advisory, LLC an accountable expense allowance not or cause to exceed one percent (1.0%) be paid all of the public offering price Underwriters’ roadshow expenses and fees, disbursements and expenses of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeUnderwriters’ counsel.

Payment of Expenses. Except as is expressly provided to The Company covenants and agrees with the contrary in Section 10 of several Underwriters that, whether or not the transactions contemplated by this AgreementAgreement are consummated, the Company hereby agrees that it will pay or cause to be paid all fees and expenses incident to the performance of its obligations under this Agreement Agreement, including (excluding fees i) the fees, disbursements and expenses of counsel for youthe Company’s counsel, except as specifically set forth below), including accountants and other advisors; (aii) filing fees and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedthe Preliminary Prospectus, the Prospectus and any the General Disclosure Package and amendments or and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of printing or producing this Agreement, the certificates representing Offered Shares, closing documents (including any compilations thereof) and such other documents as may be required in connection with the Securitiesoffering, any Blue Sky Memorandapurchase, and any instruments relating to any of the foregoing, (c) the issuance sale and delivery of the Units, including any transfer taxes payable thereon, Offered Shares; (div) the fees and disbursements of the Company’s counsel and accountants, (e) all expenses in connection with the qualification of the Units Offered Shares for offering and sale under applicable state securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRAlaws, including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith with such qualification and in connection with any the Blue Sky Memoranda supplied to you by survey; (v) all fees and expenses in connection with listing the Offered Shares on the Nasdaq Global Market; (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the CompanyUnderwriters in connection with, securing any required review by FINRA of the terms of the sale of the Offered Shares; (fvii) all costs, fees, fees and expenses in connection with the application for qualifying preparation, issuance and delivery of the Unitscertificates representing the Offered Shares to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Offered Shares and Warrants for quotation on to the NASDAQ Capital Market, Underwriters; (gviii) the cost and charges of any transfer agent’s agent or registrar; (ix) the transportation, roadshow and registrar’s fees, if any, and all miscellaneous other expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings in connection with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, Offered Shares; and (jix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the CompanySection. Except as otherwise set forth provided in this Section 10 5, Section 6 (the “Reimbursement of this AgreementUnderwriters’ Expenses”) and Section 7 (“Indemnification”) hereof, no selling commissions will be paid to you the Underwriters shall pay their own expenses, including the fees and none disbursements of your expenses will be reimbursed in the event that the Offering does not closetheir counsel.

Payment of Expenses. Except as is expressly provided to Whether or not the contrary in Section 10 of transactions contemplated by this Agreement, the Registration Statement and the Prospectuses are consummated or this Agreement is terminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Base Prospectuses, any Preliminary Prospectus, any Prospectus, any Issuer Free Writing Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the qualification of the Shares under Canadian Securities Laws, the registration of the distribution of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agreement and any instruments relating to any agreement among Underwriters; (iv) all expenses in connection with the qualification of the foregoing, (cShares for offering and sale under state or foreign securities or "blue sky" laws as provided in Section 4(f) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Underwriters in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the CompanyUnderwriters in connection with, compliance with the rules and regulations of FINRA in connection with the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, TSX and the NYSE AMEX; (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you Shares; and (viii) any transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be necessary paid: (w) the cost of preparing certificates representing the Shares; (x) the cost and charges of any transfer agent or desirable to effect registrar for the sale Shares; (y) the costs and expenses incurred by the Underwriters, including the fees and disbursements of the Units to the public, (i) any escrow arrangements their counsel and other out of pocked expenses incurred by them in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, contemplated by this Agreement; and (jz) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 65. In addition, on Notwithstanding the Closing Dateforegoing, the Company shall not reimburse the Underwriters for any costs, fees, disbursements or expenses, including fees and disbursements of counsel to the Underwriters and taxes thereon, in an amount greater than US$200,000. It is also understood that except as provided in this Section 5 and in Sections 7, 8 and 11 hereof, the Underwriters will pay International Assets Advisoryall of their own costs and expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the transfer taxes on the resale of any of the public offering price of Shares by them, in connection with the Units sold in the Offering, less any advances on such accountable expense allowance previously paid transactions contemplated by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided to The Company will pay, or reimburse if paid by the contrary in Section 10 of this AgreementUnderwriters, the Company hereby agrees that it will pay all fees actual and reasonable costs and expenses incident to the performance of its the obligations of the Company under this Agreement Agreement, including (excluding fees i) the fees, disbursements and expenses of counsel and accountants for you, except as specifically set forth below), including (a) the Company and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)Statement, as originally filed and as amendedany Preliminary Prospectus, the Prospectus Prospectus, and any amendments or supplements thereto, and the cost mailing and delivery of furnishing copies thereof to you, the Underwriters and dealers; (bii) the preparationcost of printing the Agreement Among Underwriters, printing, and distribution of this Agreement, the certificates representing the SecuritiesSelling Agreement, any Dealer Agreements, the Underwriters' Questionnaire and the Blue Sky Memoranda, Memorandum (in both preliminary and any instruments relating to any of the foregoing, final form); (ciii) the issuance and delivery of the Units, including any transfer taxes payable thereon, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the all expenses in connection with qualification of the Units Shares for offering and sale under applicable state securities laws as provided in accordance with Section 5(a)(vi3(l) hereof, including filing and registration fees and the fees, disbursements and expenses of this Agreement and any filing fee paid counsel for the Underwriters in connection with such qualification and in connection with Blue Sky surveys; (iv) the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by expenses of counsel for the CompanyUnderwriters incident to securing any required review by the NASD; (v) the cost of preparing, printing, authenticating, issuing and delivering stock certificates; (fvi) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance fees of the Company’s obligations hereunder that are not otherwise specifically provided 's transfer agent and registrar; (vii) any fees for in this Section 6. In addition, including the Shares on the Closing Date, Nasdaq National Market; (viii) the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) transportation and If this Agreement is terminated by the Underwriters in accordance with Section 5 hereof because of any failure or refusal on the public offering price part of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding comply with the terms hereof or because any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise conditions set forth in Section 10 5 hereof are not satisfied, the Company shall reimburse the Underwriters for all of this Agreementtheir reasonable out-of-pocket expenses, no selling commissions will be paid to you including the reasonable fees and none disbursements of your expenses will be reimbursed in counsel for the event that the Offering does not closeUnderwriters.

Payment of Expenses. Except as is expressly provided The Company agrees to pay, or reimburse if paid by the contrary in Section 10 of Underwriters, whether or not the transactions contemplated hereby are consummated or this Agreement, Agreement and the Company hereby agrees that it will pay all fees and expenses Subscription Agreements are terminated: (a) the costs incident to the performance authorization, issuance, sale and delivery of its obligations the Shares to the Underwriter and any taxes payable in that connection; (b) the costs incident to the registration of the Shares under this Agreement the Securities Act; (excluding fees and expenses of counsel for you, except as specifically set forth below), including (ac) the costs incident to the preparation, printing and filing distribution of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Prospectus and Base Prospectus, any amendments or supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this AgreementIssuer Free Writing Prospectus, the certificates representing General Disclosure Package, the SecuritiesProspectus, any Blue Sky Memorandaamendments, supplements and exhibits thereto or any instruments relating to any of the foregoing, (c) the issuance and delivery of the Units, including any transfer taxes payable thereon, document incorporated by reference therein; (d) the reasonable and documented fees and disbursements expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA (including the fees and expenses of the Independent Underwriter acting as “qualified independent underwriter” within the meaning of FINRA Rule 5121); (e) any applicable listing, quotation or other fees; (f) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (g) all fees and expenses of the registrar and transfer agent of the Shares; and (h) all other costs and expenses of the Company incident to the offering of the Shares by, or the performance of the obligations of, the Company under this Agreement and the Subscription Agreements (including, without limitation, the fees and expenses of the Company’s counsel and accountants, (e) the qualification of Company’s independent accountants and the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement travel and any filing fee paid in connection with the review of the Offering other reasonable expenses incurred by FINRA, including filing fees and fees and disbursements made in connection therewith and Company personnel in connection with any Blue Sky Memoranda supplied “road show.” The Company agrees to you by counsel for the Company, (f) all costs, fees, and expenses in connection with the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Units pay to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, Independent Underwriter on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed Date the amount of accountable expenses actually incurred. If $100,000, as compensation for the advances previously paid by services of the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeIndependent Underwriter.

Payment of Expenses. Except as Whether or not the transactions contemplated by this Agency Agreement, the Registration Statement and the Prospectuses are consummated or this Agency Agreement is expressly provided to the contrary in Section 10 of this Agreementterminated, the Company hereby agrees that it will to pay all fees costs and expenses incident to the performance of its obligations under this Agreement (excluding fees and expenses of counsel for you, except as specifically set forth below)hereunder, including the following: (ai) all expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amendedStatement, the Base Prospectuses, the Prospectuses, any Issuer Free Writing Prospectus and any and all amendments or and supplements theretothereto and the mailing and delivering of copies thereof to the Agents; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the qualification of the Shares under Canadian Securities Laws, the registration of the Shares under the Securities Act and the Offering; (iii) the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of producing this Agreement, the certificates representing the Securities, any Blue Sky Memoranda, Agency Agreement and any instruments relating to agreement among Agents, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the foregoingShares for offering and sale under state or foreign securities, (cor "blue sky", laws as provided in Section 3(h) the issuance and delivery of the Unitshereof, including any transfer taxes payable thereon, (d) the fees and disbursements of counsel for the Company’s counsel and accountants, (e) the qualification of the Units under applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and any filing fee paid Agents in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements made in connection therewith such qualification and in connection with any Blue Sky Memoranda supplied to you by blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Company, Agents in connection with compliance with the rules and regulations of FINRA in connection with the Offering; (fvi) all costs, fees, fees and expenses in connection with listing the application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, NYSE Amex; (gvii) all travel expenses of the transfer agent’s Company's officers and registrar’s fees, if any, employees and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by any other expense of the Company and its representatives relating to incurred in connection with attending or hosting meetings with and presentations to prospective purchasers of the Units reasonably determined by you Shares; and (viii) any transfer taxes incurred in connection with this Agency Agreement or the Offering. The Company also will pay or cause to be necessary paid: (a) the cost of preparing certificates representing the Shares; (b) the cost and charges of any transfer agent or desirable to effect registrar for the sale Shares; (c) the reasonable actual and accountable costs and expenses of the Units to Agents, including the publicfees of their counsel, (i) any escrow arrangements experts or consultants retained by them and other out of pocket expenses incurred by them in connection with the transactions described hereincontemplated by this Agency Agreement, except that the Company shall only be responsible for up to US$100,000 of the expenses of the Agents, including any compensation or reimbursement legal fees of the Agents' counsel and the costs referred to the Escrow Agent for its services as such, in subsections (iv) and (jv) of this Section 4; and (d) all other costs and expenses incident to the performance of the Company’s its obligations hereunder that which are not otherwise specifically provided for in this Section 4. It is understood, however, that except as provided in this Section 4 and in Sections 6. In addition, on the Closing Date7 and 9 hereof, the Company Agents will pay International Assets Advisory, LLC an accountable expense allowance not to exceed one percent (1.0%) of their own costs and expenses in connection with the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid transactions contemplated by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agency Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. Except as is expressly provided The Company agrees with the several Underwriters to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all fees and expenses incident to the performance of its each Offeror's obligations under this Agreement and the Pricing Agreement, including, without limitation, expenses related to the following, if incurred (excluding fees and expenses of counsel for you, except as specifically set forth below), including (ai) the preparation, delivery, printing and filing of the Registration Statement and Prospectus as originally filed (including financial statements and exhibits), as originally filed ) and as amended, the Prospectus and any amendments or supplements of each amendment thereto, and the cost of furnishing copies thereof to you, ; (bii) the preparation, printing, printing and distribution delivery to the Underwriters of this Agreement, the certificates representing Pricing Agreement, any Agreement among Underwriters and such other documents as may be required in connection with offering, purchase, sale and delivery of the Securities, any Blue Sky Memoranda, and any instruments relating to any of the foregoing, ; (ciii) the preparation, issuance and delivery of the Units, including any transfer taxes payable thereon, certificates for the Preferred Securities; (div) the fees and disbursements of the Company’s counsel 's counsel, accountants and accountants, other advisors or agents (eincluding the transfer agents and registrars); (v) the qualification of the Units Preferred Securities under applicable securities laws in accordance with the provisions of Section 5(a)(vi) of this Agreement and any filing fee paid in connection with the review of the Offering by FINRA3(f), including filing fees and the reasonable fees and disbursements made of counsel for the Underwriters in connection therewith and in connection with any the preparation of the Blue Sky Memoranda supplied Survey and any Legal Investment Survey; (vi) the printing and delivery to you by counsel for the CompanyUnderwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of each preliminary prospectus and of the Prospectus and any amendments thereto; (fvii) all costs, fees, the printing and expenses delivery to the Underwriters of copies of the Blue Sky Survey and any Legal Investment Survey; (viii) any fees payable in connection with the application for qualifying rating of the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, Preferred Securities by nationally recognized statistical rating organizations; (gix) the transfer agent’s filing fees incident to, and registrar’s feesthe fees and disbursements of counsel to the Underwriters in connection with, the review, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers National Association of Securities Dealers, Inc. (the "NASD") of the Units reasonably determined by you to be necessary or desirable to effect terms of the sale of the Units Designated Securities; (x) any fees payable to the public, Commission; (ixi) any escrow arrangements the fees and expenses incurred in connection with the transactions described hereinlisting of the Designated Securities (and the related Preferred Securities Guarantee) and, if applicable, the Subordinated Debentures on the New York Stock Exchange; (xii) the fees and expenses of the Debt Trustee, the Property Trustee and the Guarantee Trustee, including any compensation or reimbursement to fees and disbursements of counsel for such trustees, in connection with the Escrow Agent for its services as suchIndenture and the Subordinated Debentures, the Declaration, the Certificate of Trust and the Guarantee; and (jxiii) all other costs and expenses incident to the performance cost of qualifying the Designated Securities with the Depository Trust Company’s obligations hereunder that are not otherwise specifically provided for . If this Agreement is terminated by the Representatives in this accordance with the provisions of Section 6. In addition, on the Closing Date5 or Section 9(a)(i) hereof, the Company will pay International Assets Advisoryshall reimburse the Underwriters for all of their out-of-pocket expenses, LLC an accountable expense allowance not to exceed one percent (1.0%) including the reasonable fees and disbursements of Taft, Xxetxxxxxx & Xollxxxxx xxx Skadden, Arps, Meagxxx & Xlom, xxunsel for the public offering price of the Units sold in the Offering, less any advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 10 of this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not closeUnderwriters.